Common use of Optional Reductions Clause in Contracts

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Borrowers may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (ix) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiy) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (iiiz) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (CD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three 9:00 a.m. five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess and (iv) if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination reduction of the Aggregate Revolving Commitments delivered Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to this Section 2.06 shall be permanentthe Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Each Any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made applied to the Revolving Commitments Commitment of each Lender according to its Pro Rata Share. All fees accrued with respect thereto until the effective date of any termination of the Lenders in accordance with their Applicable PercentageAggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (x) terminate the Aggregate Revolving A Commitments, or from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C ObligationsObligations and/or (y) terminate the Aggregate Revolving B Commitments, or from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans and Dutch Swing Line Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , (E) the Borrower pursuant Dutch Swing Line Sublimit if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Dutch Swing Line Loans would exceed the Dutch Swing Line Sublimit or (F) shall be irrevocable; provided that a notice the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination of all Revolving A Loans denominated in Alternative Currencies would exceed the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), Alternative Currency Sublimit then in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageeffect.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Term A-1 Loan Commitments and/or the Term A-2 Loan Commitments or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligationssuch Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. The Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if. If, after giving effect theretoto any reduction of the Aggregate Revolving Commitments, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Alternative Currency Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, exceeds the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination amount of the Aggregate Revolving Commitments delivered Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments. Any reduction of Commitments pursuant to this Section 2.06 shall be permanentapplied to the applicable Commitment of each Lender according to its Applicable Percentage. Each reduction All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to paid on the Revolving Commitments effective date of the Lenders in accordance with their Applicable Percentagesuch termination.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Domestic Revolving Commitments and/or the Aggregate Euro Revolving Commitments, or from time to time permanently reduce the Aggregate Domestic Revolving Commitments and/or the Aggregate Euro Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings plus the Alternative Currency Reserve would exceed the Maximum Permitted Revolving Outstandings, (B) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (BC) the Aggregate Euro Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Euro Revolving Outstandings would exceed the Aggregate Euro Revolving Commitments, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant Sublimit and (iv) if, after giving effect to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Maximum Permitted Revolving Outstandings, such Sublimit shall be permanent. Each reduction automatically reduced by the amount of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentagesuch excess.

Optional Reductions. The Borrower Borrowers may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations and/or (iii) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (ix) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiy) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $100,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (iiiz) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments or the Aggregate Delayed Draw Term Loan Commitments, or from time to time permanently reduce (i) the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, or (ii) the Aggregate Delayed Draw Term Loan Commitments; provided that provided, that, (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon p.m. (noon) three (3) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of Two Million Dollars ($2,000,000 2,000,000), or in any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof thereof, and (iiiC) the Borrower shall not terminate or reduce (AI) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (BII) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CIII) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each Any such notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice it is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)transactions, in which case case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Parent Borrower may, upon notice to the Domestic Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent Agents not later than 12:00 noon three five (35) Business Days prior to the date of termination or reductionreduction (provided, that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the Domestic Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Parent Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Domestic Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Sublimit, (D) the Canadian Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Canadian Swing Line Loans would exceed the Canadian Swing Line Sublimit or (E) the Canadian Borrower Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Canadian Outstandings would exceed the Canadian Borrower Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than Commitments, the Outstanding Amount Letter of Revolving LoansCredit Sublimit, the Alternative Currency Sublimit or the Swing Line Loans and L/C ObligationsSublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5 million or any whole multiple of $1,000,000 1 million in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit or the Alternative Currency Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or the Alternative Currency Sublimit, respectively, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each The Administrative Agent will promptly notify the Lenders of any such notice delivered by of termination or reduction of the Borrower pursuant to Letter of Credit Sublimit, the Alternative Currency Sublimit or the Aggregate Revolving Commitments under this Section 2.06(a) 2.06. Upon any reduction of the Aggregate Revolving Commitments, Revolving Commitment of each Revolving Lender shall be irrevocable; provided that a notice reduced by such Lender’s Applicable Percentage of such reduction. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction paid on the effective date of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentagesuch termination.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, or (ii) from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C ObligationsObligations or (iii) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans; provided that (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iiiC) the Borrower Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C4) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , (5) the Borrower pursuant Alternative Currency Sublimit if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit, (6) shall be irrevocable; provided that a notice the Domestic Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit or (7) the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Foreign Swing Line Loans would exceed the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageForeign Swing Line Loan Sublimit.

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative applicable Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Aggregate Domestic Revolving A Commitments or the Aggregate Canadian Revolving Commitments or from time to time (x) PRA may permanently reduce the Aggregate Domestic Revolving A Commitments to an amount not less than the Outstanding Amount of Domestic Revolving A Loans, Swing Line Loans and L/C Obligations, (y) the Canadian Borrower may permanently reduce the Canadian Revolving Commitments to an amount not less than the Outstanding Amount of Canadian Revolving Loans or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative applicable Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving A Outstandings would exceed the Aggregate Domestic Revolving A Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (BC) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , or (E) the Designated Borrower pursuant Revolving Commitments if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) shall be irrevocable; provided that a any such notice of optional commitment termination of the Aggregate Revolving Commitments delivered by the Borrower or optional commitment reduction may state that such notice is be conditioned upon the effectiveness happening or occurrence of other credit facilities (includinga specified event, without limitationthe proceeds of which are intended to be used to refinance such commitments, credit facilities evidenced by a credit agreement and thereafter revoked in the event that such specified event does not occur, or an indenture), in which case such notice may be revoked by modified to extend the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any proposed termination or reduction of date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageapplicable Agent).

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, or from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C ObligationsObligations and/or (ii) terminate the Aggregate Revolving B Commitments, or from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (x) (A) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Available Aggregate Revolving A Commitments, (B) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (BC) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CCD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. A notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, or (ii) from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, and (iii) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans and Foreign Swing Line Loans; provided that (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iiiC) the Borrower Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C4) the Domestic Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit. Each notice delivered by , or (5) the Borrower pursuant Foreign Swing Line Loan Sublimit if, after giving effect thereto and to this Section 2.06(a) shall be irrevocable; provided that a notice any concurrent prepayments hereunder, the Outstanding Amount of termination of Foreign Swing Line Loans would exceed the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageForeign Swing Line Loan Sublimit.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C ObligationsCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, exceeds the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination amount of the Aggregate Revolving Commitments delivered Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanentCommitments. Each Any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made applied to the Revolving Commitments Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Lenders in accordance with their Applicable PercentageAggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Available Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. A notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving CommitmentsCommitments or the L/C Sublimit, as applicable, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than or the Outstanding Amount Letter of Revolving LoansCredit Sublimit, Swing Line Loans and L/C Obligationsas applicable; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three 11:00 a.m. five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings Outstandings, as applicable, would exceed the Aggregate Revolving Commitments, Commitments and (Biv) the Letter of Credit Sublimit ifBorrower shall not terminate or reduce the L/C Sublimit, if after giving effect theretothereto and to any concurrent prepayments hereunder, the Outstanding Amount of aggregate outstanding L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line L/C Sublimit. Each notice delivered by The Administrative Agent will promptly notify the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a Lenders of any such notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanentor L/C Sublimit. Each Any reduction of the Aggregate Revolving Commitments pursuant shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. Once reduced in accordance with this Section 2.06 2.06(a), the Revolving Commitments and L/C Sublimit may not be increased, as applicable. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be made to paid on the effective date of such termination. At no time shall the L/C Sublimit exceed the Revolving Commitments of the Lenders and any reduction of the Revolving Commitments of the Lenders shall result in accordance with their Applicable Percentagean automatic corresponding reduction of the L/C Sublimit without any action on the part of the Administrative Agent, the L/C Intermediary or any other Lender.

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative applicable Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Aggregate Domestic Revolving Commitments or the Aggregate Canadian Revolving Commitments or from time to time (w) PRA may permanently reduce the Aggregate Domestic Revolving Commitments to an amount not less than the Outstanding Amount of Domestic Revolving Loans, Swing Line Loans and L/C Obligations, (x) the Canadian Borrower may permanently reduce the Canadian Revolving Commitments to an amount not less than the Outstanding Amount of Canadian Revolving Loans, (y) [reserved] or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans; provided that (i) any such notice shall be received by the Administrative applicable Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (C) [reserved], (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , or (F) the Designated Borrower pursuant Revolving Commitments if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower 13598911v3 Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) shall be irrevocable; provided that a any such notice of optional commitment termination of the Aggregate Revolving Commitments delivered by the Borrower or optional commitment reduction may state that such notice is be conditioned upon the effectiveness happening or occurrence of other credit facilities (includinga specified event, without limitationthe proceeds of which are intended to be used to refinance such commitments, credit facilities evidenced by a credit agreement and thereafter revoked in the event that such specified event does not occur, or an indenture), in which case such notice may be revoked by modified to extend the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any proposed termination or reduction of date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageapplicable Agent).

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, or from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C ObligationsObligations and/or (ii) terminate the Aggregate Revolving B Commitments, or from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (x) (A) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Available Aggregate Revolving A Commitments, (B) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (BC) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. A notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Commitments (to an amount not less than the Outstanding Amount Total Outstandings), the Letter of Revolving Loans, Credit Sublimit or the Swing Line Loans and L/C ObligationsSublimit; provided that provided, that, unless otherwise agreed by the Administrative Agent in its reasonable discretion, (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each Any notice delivered by the Borrower provided pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenturefacilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments and/or the Aggregate 364-Day Commitments, or from time to time (a) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C ObligationsObligations and/or (b) permanently reduce the Aggregate 364-Day Commitments to an amount not less than the Outstanding Amount of 364-Day Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed reduction of the Aggregate Revolving Commitments, (B) the Alternative Currency Sublimit, the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, exceeds the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination amount of the Aggregate Revolving Commitments delivered Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant or the Aggregate 364-Day Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to this Section 2.06 shall be permanentthe Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Each Any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 or the Aggregate 364-Day Commitments, as applicable, shall be made applied to the Revolving Commitments Commitment or the 364-Day Commitment, as applicable, of each Lender according to its Pro Rata Share. All fees accrued with respect thereto until the effective date of any termination of the Lenders in accordance with their Applicable PercentageAggregate Revolving Commitments or the Aggregate 364-Day Commitments, as applicable, shall be paid on the effective date of such termination.

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Aggregate Domestic Revolving A Commitments or the Aggregate Multi Currency Revolving B Commitments or from time to time (x) PRA may permanently reduce the Aggregate Domestic Revolving A Commitments to an amount not less than the Outstanding Amount of Domestic Revolving A Loans, (y) PRA may permanently reduce the Multi Currency Revolving B Commitments to an amount not less than the Outstanding Amount of Multi Currency Revolving B Loans or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving A Outstandings would exceed the Aggregate Domestic Revolving A Commitments, (B) the Aggregate Multi Currency Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multi Currency Revolving B Outstandings would exceed the Aggregate Multi Currency Revolving B Commitments, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , or (E) the Designated Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower may state that such notice is conditioned upon Revolving Loans would exceed the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Designated Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageCommitments.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, or the Aggregate Revolving B Commitments and/or the Aggregate Revolving C Commitments, (ii) from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, (iii) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans and Foreign Swing Line Loans, or (iv) from time to time permanently reduce the Aggregate Revolving C Commitments to an amount not less than the Outstanding Amount of Revolving C Loans; provided that (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iiiC) the Borrower Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Aggregate Revolving C Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving C Outstandings would exceed the Aggregate Revolving C Commitments, (4) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C5) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , (6) the Borrower pursuant Domestic Swing Line Loan Sublimit if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit or (7) shall be irrevocable; provided that a notice the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination of Foreign Swing Line Loans would exceed the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageForeign Swing Line Loan Sublimit.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three 9:00 a.m. five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess and (iv) if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination reduction of the Aggregate Revolving Commitments delivered Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to this Section 2.06 shall be permanentthe Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Each Any reduction of the Aggregate Revolving #89182136v12 Commitments pursuant to this Section 2.06 shall be made applied to the Revolving Commitments Commitment of each Lender according to its Pro Rata Share. All fees accrued with respect thereto until the effective date of any termination of the Lenders in accordance with their Applicable PercentageAggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C ObligationsCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 3 million or any whole multiple of $1,000,000 250 thousand in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings Obligations would exceed the Aggregate Revolving Commitments, and (Biv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, exceeds the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination amount of the Aggregate Revolving Commitments delivered Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanentCommitments. Each Any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made applied to the Commitment of each Lender according to its Revolving Commitment Percentage thereof. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of the Lenders in accordance with their Applicable Percentagesuch termination.

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative applicable Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Aggregate Domestic Revolving Commitments or the Aggregate Canadian Revolving Commitments or from time to time (w) PRA may permanently reduce the Aggregate Domestic Revolving Commitments to an amount not less than the Outstanding Amount of Domestic Revolving Loans, Swing Line Loans and L/C Obligations, (x) the Canadian Borrower may permanently reduce the Canadian Revolving Commitments to an amount not less than the Outstanding Amount of Canadian Revolving Loans, (y) [reserved] or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans; provided that (i) any such notice shall be received by the Administrative applicable Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (C) [reserved], (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , or (F) the Designated Borrower pursuant Revolving Commitments if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) shall be irrevocable; provided that a any such notice of optional commitment termination of the Aggregate Revolving Commitments delivered by the Borrower or optional commitment reduction may state that such notice is be conditioned upon the effectiveness happening or occurrence of other credit facilities (includinga specified event, without limitationthe proceeds of which are intended to be used to refinance such commitments, credit facilities evidenced by a credit agreement and thereafter revoked in the event that such specified event does not occur, or an indenture), in which case such notice may be revoked by modified to extend the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any proposed termination or reduction of date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageapplicable Agent).

Optional Reductions. The At any time after the Closing Date, the Borrower may, upon notice shall have the right to terminate or reduce the Administrative Agent, terminate unused amount of the Aggregate Revolving Commitments, Facility Amount at any time or from time to time permanently reduce concurrently with the Aggregate Revolving Commitments to an amount payment of any applicable Facility Reduction Fee payable in connection therewith upon not less than two (2) Business Days’ prior notice to the Outstanding Amount of Revolving LoansCollateral Agent, Swing Line Loans the Lenders and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of each such termination or reduction, (ii) which notice shall specify the effective date of such termination or reduction and the amount of any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocablereduction; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower or reduction may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)events, in which case such notice may be revoked by the Borrower (by notice to of the Administrative Agent and the Collateral Agent on or prior to the specified effective date) if such condition is not satisfied; provided further that (i) the amount of any such reduction of the Facility Amount shall be equal to at least $1,000,000 or an integral multiple of $100,000 in excess thereof or, if less, the remaining unused portion thereof, (ii) no such reduction will reduce the Facility Amount below the sum of (x) the aggregate principal amount of Advances outstanding at such time and (y) the positive difference, if any, between the Revolving Exposure at such time and the amount in the Revolving Reserve Account and (iii) no Facility Reduction Fee shall be payable (1) if a Non-Approval Event has occurred and is continuing; (2) if BNP Paribas is no longer the Administrative Agent; (3) if a Benchmark Transition Event has occurred; or (4) if the reduction occurs in connection with a refinancing of all or a portion of the facility by BNP Paribas or any affiliate thereof. Any Such notice of termination or reduction shall be irrevocable and effective only upon receipt and shall be applied pro rata to reduce the respective Individual Lender Maximum Funding Amounts of each Lender. Except as otherwise set forth herein, upon the occurrence of the Aggregate Revolving Commitments pursuant to Collection Date, this Section 2.06 Agreement shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageterminate automatically.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, or the Aggregate Revolving B Commitments, the Aggregate Revolving C Commitments and/or the Aggregate Revolving D Commitments, (ii) from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, (iii) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans and Foreign Swing Line Loans, (iv) from time to time permanently reduce the Aggregate Revolving C Commitments to an amount not less than the Outstanding Amount of Revolving C Loans, or (v) from time to time permanently reduce the Aggregate Revolving D Commitments to an amount not less than the Outstanding Amount of Revolving D Loans; provided that (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iiiC) the Borrower Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent lxxxviii CHAR1\1792192v4 prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (B3) the Aggregate Revolving C Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving C Outstandings would exceed the Aggregate Revolving C Commitments, (4) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C5) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , (6) the Borrower pursuant Domestic Swing Line Loan Sublimit if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit, (7) shall be irrevocable; provided that a notice the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination of Foreign Swing Line Loans would exceed the Foreign Swing Line Loan Sublimit, or (8) the Aggregate Revolving D Commitments delivered by if, after giving effect thereto and to any concurrent prepayments hereunder, the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of Total Revolving D Outstandings would exceed the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageD Commitments.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments or the Aggregate Delayed Draw Term Loan Commitments, or from time to time permanently reduce (xi) the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, or (yii) the Aggregate Delayed Draw Term Loan Commitments; provided that provided, that, (iiA) any such notice shall be received by the Administrative Agent not later than 12:00 noon p.m. (noon) three (3) Business Days prior to the date of termination or reduction, (iiiiB) any such partial reduction shall be in an aggregate amount of Two Million Dollars ($2,000,000 2,000,000), or in any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof thereof, and (iiiiiiC) the Borrower shall not terminate or reduce (AAI) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (BBII) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CCIII) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each Any such notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice it is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)transactions, in which case case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each Subject to satisfaction of the foregoing notice delivered by requirements, the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice anticipated date of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that set forth in any such notice is of termination may be conditioned upon the substantially simultaneous effectiveness of other loan documentation governing a credit facility that refinances the credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageprovided hereunder.

Optional Reductions. The Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Parent Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, hereunder the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , (D) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder the Outstanding Amount of Loans and L/C Obligations denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (E) the Foreign Borrower pursuant Sublimit if, after giving effect thereto and to this Section 2.06(a) shall be irrevocable; provided that a notice any concurrent prepayments hereunder the Outstanding Amount of termination Loans and L/C Obligations in favor of the Aggregate Revolving Commitments delivered by Foreign Borrowers would exceed the Foreign Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities Sublimit, (includingiv) if, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice after giving effect to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction Commitments, the Alternative Currency Sublimit, the Foreign Borrower Sublimit, the Letter of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.Credit 64 CHAR1\1732710v2

Optional Reductions. The Borrower mayIf, upon at any time other than a Liquidation Day, the Seller shall wish to cause the reduction of the Purchasers' Purchased Amounts with respect to Pool A or Pool B, as the case may be (but not a total liquidation of the Receivables Ownership Interests of the Purchasers in such Pool) the Seller may do so as follows: (a) the Seller shall give the Servicing Agent at least five Business Days' prior notice thereof (including the amount of such proposed reduction and the proposed date on which such reduction will commence), and (b) on the proposed date of such commencement and on each day thereafter (provided that, if any such day is a Liquidation Day, the provisions of Section 2.6 shall be applicable), the Collection Agent shall refrain from making Reinvestment Purchases in such Pool and shall on each Settlement Date occurring thereafter with respect to Collections received within the preceding Settlement Period (or, in the case of any reduction pursuant to Section 2.4.1, on a daily basis as such Collections are received) distribute to each of the Purchasers the portion of the Excess Collections received from Pool A or Pool B, as the case may be, attributable to such Purchaser's Receivables Ownership Interest in such Pool (unless at the time the Standby Purchaser's Purchased Amount is being concurrently increased by New Purchases in amounts equal to the Administrative Agent, terminate amounts by which the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Primary Purchaser's Purchased Amount of Revolving Loans, Swing Line Loans is being reduced (such New Purchases being collectively sometimes called "Conversion Purchases" and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that individually sometimes called a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture"Conversion Purchase"), in which case such notice may be revoked by the Borrower (by notice portion of the Excess Collections received from the applicable Pool attributable to the Administrative Agent on or prior Standby Purchaser's Receivables Ownership Interest in such Pool shall be utilized to make a Reinvestment Purchase pursuant to Section 2.3 and shall not be remitted to the specified effective date) if such condition is not satisfied. Any termination or Standby Purchaser in reduction of its Purchased Amount with respect to such Pool). The Collection Agent shall continue to make distributions to the Aggregate Revolving Commitments Purchasers pursuant to this Section 2.06 the immediately preceding sentence until the amount distributed to the Purchasers shall equal the desired amount of reduction; provided that, (x) the amount of any such reduction shall not be less than $1,000,000 and shall be permanent. Each in integral multiples of $1,000,000 and (y) the Seller shall use reasonable efforts to choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentagesame Settlement Period.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C ObligationsCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, exceeds the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination amount of the Aggregate Revolving Commitments delivered Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanentCommitments. Each Any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made applied to the Revolving Commitments Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Lenders in accordance with their Applicable PercentageAggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional Reductions. The Borrower McAfee may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C ObligationsCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower McAfee shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, exceeds the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination amount of the Aggregate Revolving Commitments delivered Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to this Section 2.06 shall be permanentthe Letter of Credit Sublimit unless otherwise specified by McAfee. Each Any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made applied to the Revolving Commitments Commitment of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Lenders in accordance with their Applicable PercentageAggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. A notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving A Commitments, the Aggregate Revolving B Commitments, the Term A-1 Loan Commitments and/or the Term A-2 Loan Commitments or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligationssuch Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) any such notice may be conditioned on the Borrower effectiveness of other financing arrangements or one or more other transactions. The Company shall not terminate or reduce (A) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B) . The Company shall not terminate or reduce the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of Swing Line the Revolving B Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (includingB Commitments. If, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice after giving effect to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction A Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments pursuant to this Section 2.06 A Commitments, such sublimit shall be made automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of Commitments. Any reduction of Commitments shall be applied to the Revolving Commitments applicable Commitment of each Lender of the Lenders in accordance with their applicable Class according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative applicable Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Aggregate Domestic Revolving Commitments, the Aggregate Multi Currency Revolving Commitments or the Aggregate Canadian Revolving Commitments or from time to time (w) PRA may permanently reduce the Aggregate Domestic Revolving Commitments to an amount not less than the Outstanding Amount of Domestic Revolving Loans, Swing Line Loans and L/C Obligations, (x) the Canadian Borrower may permanently reduce the Canadian Revolving Commitments to an amount not less than the Outstanding Amount of Canadian Revolving Loans, (y) PRA may permanently reduce the Multi Currency Revolving Commitments to an amount not less than the Outstanding Amount of Multi Currency Revolving Loans or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans; provided that (i) any such notice shall be received by the Administrative applicable Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (C) the Aggregate Multi Currency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multi Currency Revolving Outstandings would exceed the Aggregate Multi Currency Revolving Commitments, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , or (F) the Designated Borrower pursuant Revolving Commitments if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) shall be irrevocable; provided that a any such notice of optional commitment termination of the Aggregate Revolving Commitments delivered by the Borrower or optional commitment reduction may state that such notice is be conditioned upon the effectiveness happening or occurrence of other credit facilities (includinga specified event, without limitationthe proceeds of which are intended to be used to refinance such commitments, credit facilities evidenced by a credit agreement and thereafter revoked in the event that such specified event does not occur, or an indenture), in which case such notice may be revoked by modified to extend the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any proposed termination or reduction of date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageapplicable Agent).

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, or the Aggregate Revolving B Commitments, the Aggregate Revolving C Commitments and/or the Aggregate Revolving D Commitments, (ii) from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, (iii) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans and Foreign Swing Line Loans, (iv) from time to time permanently reduce the Aggregate Revolving C Commitments to an amount not less than the Outstanding Amount of Revolving C Loans, or (v) from time to time permanently reduce the Aggregate Revolving D Commitments to an amount not less than the Outstanding Amount of Revolving D Loans; provided that (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iiiC) the Borrower Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Aggregate Revolving C Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving C Outstandings would exceed the Aggregate Revolving C Commitments, (4) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C5) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , (6) the Borrower pursuant Domestic Swing Line Loan Sublimit if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit, (7) shall be irrevocable; provided that a notice the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination of Foreign Swing Line Loans would exceed the Foreign Swing Line Loan Sublimit, or (8) the Aggregate Revolving D Commitments delivered by if, after giving effect thereto and to any concurrent prepayments hereunder, the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of Total Revolving D Outstandings would exceed the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageD Commitments.

Optional Reductions. (i) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than Commitments, the Outstanding Amount Letter of Revolving Loans, Swing Line Loans and L/C ObligationsCredit Sublimit or the Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three 11:00 a.m. five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (Biv) the Borrower shall not terminate or reduce the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line the L/C Obligations would exceed the Letter of Credit Sublimit, (v) the Borrower shall not terminate or reduce the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Swing Line Sublimit. Each notice delivered Swingline Sublimit and (vi) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the Borrower pursuant to this Section 2.06(a) amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction. Any reduction of the Aggregate Revolving Commitments shall be irrevocable; provided that a notice applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments delivered by shall be paid on the effective date of such termination. (ii) The Borrower may state that such notice is conditioned may, upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, terminate the undrawn portion of the Term Loan Commitments, or from time to time permanently reduce the undrawn portion of the Term Loan Commitments; provided that (A) any such notice shall be received by the Administrative Agent on or not later than 11:00 a.m. five (5) Business Days prior to the specified effective date) if such condition is not satisfied. Any date of termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 and (B) any such partial reduction shall be permanentin an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made Notwithstanding anything to the Revolving Commitments contrary contained herein, any notice of termination or reduction may be revocable (or conditional or extendable) in the Lenders event of a termination or reduction in accordance connection with their Applicable Percentagea transaction in the event that such transaction does not close.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate terminate, or permanently reduce, the Aggregate Tranche A Revolving Commitments, the Aggregate Tranche B Revolving Commitments or the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed reduction of the Aggregate Tranche B Revolving Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Tranche B Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess and (iv) if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination reduction of the Aggregate Tranche A Revolving Commitments delivered Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Tranche A Revolving Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Tranche A Revolving Commitments, the Aggregate Tranche B Revolving Commitments pursuant to this Section 2.06 shall be permanentor the Aggregate Revolving Commitments. Each Any reduction of the Aggregate Tranche A Revolving Commitments, the Aggregate Tranche B Revolving Commitments pursuant to this Section 2.06 or the Aggregate Revolving Commitments shall be made applied to the Revolving Commitments Commitment of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Lenders in accordance with their Applicable PercentageAggregate Tranche A Revolving Commitments, the Aggregate Tranche B Revolving Commitments or the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the U.S. Term Loan Commitments and/or the Dutch Term Loan Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments, the U.S. Term Loan Commitments to an amount not less than and/or the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C ObligationsDutch Term Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit ifexceeds the amount of the Aggregate Revolving Commitments, after giving effect thereto and to any concurrent prepayments hereunder, such sublimit shall be automatically reduced by the Outstanding Amount amount of Swing Line Loans would exceed the Swing Line Sublimitsuch excess. Each notice delivered by the Borrower Company pursuant to this Section 2.06(a) shall be irrevocable; provided that is contingent upon the closing of a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower refinancing or other specified transaction may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)conditional, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments, the U.S. Term Loan Commitments pursuant or the Dutch Term Loan Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to this Section 2.06 shall be permanentthe Letter of Credit Sublimit unless otherwise specified by the Company. Each Any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made applied to the Revolving Commitments Commitment of each Lender according to its Applicable Percentage, any reduction of the Lenders in accordance with their U.S. Term Loan Commitments shall be applied to the U.S. Term Loan Commitment of each Lender according to its Applicable Percentage and any reduction of the Dutch Term Loan Commitments shall be applied to the Dutch Term Loan Commitment of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of all or any portion of the Aggregate Revolving Commitments, the U.S. Term Loan Commitments and/or the Dutch Term Loan Commitments, shall be paid on the effective date of such termination.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three 9:00 a.m. five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess and (iv) if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination reduction of the Aggregate Revolving Commitments delivered Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to this Section 2.06 shall be permanentthe Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Each Any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made applied to the Revolving Commitments Commitment of the Lenders in accordance with their Applicable Percentage.each Lender according to its Pro #89182136v12