Common use of Reallocation Mechanism Clause in Contracts

Reallocation Mechanism. Subject to the terms and conditions of this Section 2.1.6, the Administrative Borrower may request that certain Revolver Lenders (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment among the Facilities in order to effect an increase or decrease in the Revolver Commitments of a particular Facility, with any such increase or decrease in Revolver Commitments for one Facility to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver Commitments for the other Facility (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b), any such Reallocation shall be subject to the following conditions: (i) the Administrative Borrower shall have provided to Agent a written request (in reasonable detail) at least fifteen Business Days prior to the requested effective date therefor (which effective date must be a Business Day) (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitment Reallocations to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, the applicable Revolver Commitments in an amount equal to $5,000,000 and in increments of $1,000,000 in excess thereof, (iii) Agent shall have received Reallocation Consents from Lenders having applicable Revolver Commitments sufficient to effectuate such requested Reallocation, (iv) no more than two Reallocations may be effected in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (vi) any increase in a Revolver Commitment of one Facility shall result in a dollar-for-dollar decrease in the Revolver Commitment of the other Facility, (vii) in no event shall the Maximum Revolver Facility Amount exceed the aggregate amount of the aggregate Revolver Commitments then in effect, (viii) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom and (ix) at least three Business Days prior to the proposed Reallocation Date, a Senior Officer of the Administrative Borrower shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (v), (vii) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of the Administrative Borrower on and as of the Reallocation Date.

Reallocation Mechanism. Subject to the terms and conditions of this Section 2.1.62.1.7, the Administrative Borrower Agent may request that the Lenders to certain Revolver Lenders Borrower Groups (and such Revolver Lenders in their individual sole discretion may hereby agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, each of its Affiliate’s or and branch’s) Revolver Commitment Commitments among the Facilities Borrower Group Commitments in order to effect an increase or decrease in the Revolver Commitments of a to particular FacilityBorrower Group Commitments, with any such increase or decrease in Revolver Commitments for one Facility a Borrower Group Commitment to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver other Borrower Group Commitments for the other Facility (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b), any Any such Reallocation shall be subject to the following conditions: (i) the Administrative Borrower Agent shall have provided to Agent a written request (in reasonable detail) at least fifteen ten (10) Business Days prior to the requested effective date therefor (which effective date must be a Business Day) (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Borrower Group Commitment Reallocations reallocations to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver Borrower Group Commitments in an amount equal to $5,000,000 2,500,000 and in increments of $1,000,000 500,000 in excess thereof, (iii) Agent shall have received after giving effect to any such Reallocation Consents from Lenders having applicable (A) the U.S. Revolver Commitments sufficient to effectuate such requested Reallocationshall be at least 75% of the Commitments and (B) the UK Revolver Commitments shall in no event exceed $10,000,000, (iv) no more than two Reallocations one Reallocation may be effected requested in any calendar yearFiscal Quarter, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (vi) any increase in a Revolver Borrower Group Commitment of one Facility shall result in a dollar-for-dollar decrease in the Revolver Commitment one or more of the other FacilityBorrower Group Commitments, and any decrease in a Borrower Group Commitment pursuant to this Section 2.1.7 shall result in a dollar-for-dollar increase in one or more of the other Borrower Group Commitments, (vii) in no event shall the Maximum Revolver Facility Amount sum of all the Borrower Group Commitments exceed the aggregate amount of the aggregate Revolver Commitments then in effect, (viii) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom therefrom, and (ix) at least three (3) Business Days prior to the proposed Reallocation Date, a Senior Officer of the Administrative Borrower Agent shall have delivered to Agent a certificate in form and substance acceptable to Agent certifying as to compliance with preceding clauses (v), (vii) and (viii) the foregoing conditions and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of the Administrative Borrower Agent on and as of the Reallocation Date.

Reallocation Mechanism. (a) Subject to the terms and conditions of this Section 2.1.62.1.8, the Administrative U.S. Borrower Agent may request that certain Revolver the Lenders to the Borrower Groups (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment among the Facilities Borrower Group Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular FacilityBorrower Group Commitments, with any such increase or decrease in Revolver Commitments for one Facility a Borrower Group Commitment to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver Commitments for the other Facility Borrower Group Commitment (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b2.1.8(b), any such Reallocation shall be subject to the following conditions: (i) the Administrative U.S. Borrower Agent shall have provided to Agent a written request (in reasonable detail) at least fifteen Business Days prior to the requested effective date therefor (which effective date must be a Business Day) (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Borrower Group Commitment Reallocations reallocations to be effected, (ii) Agent shall have consented to such Reallocation, (iii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver Borrower Group Commitments in an amount equal to $5,000,000 10,000,000 and in increments of $1,000,000 in excess thereof, (iiiiv) Agent shall have received Reallocation Consents from Lenders having applicable Revolver Borrower Group Commitments sufficient to effectuate such requested Reallocation, (ivv) no more than two (2) Reallocations may be effected requested in any calendar yearFiscal Year, (vvi) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (vivii) any increase in a Revolver Borrower Group Commitment of one Facility shall result in a dollar-for-dollar decrease in the Revolver Commitment of the other FacilityBorrower Group Commitment, (viiviii) in no event shall the Maximum Revolver Facility Amount sum of the reallocated Borrower Group Commitments exceed the aggregate amount of the aggregate Revolver Commitments then in effect, (viiiix) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom therefrom, (x) such increase shall be permitted under any Permitted Term Debt, (xi) no more than 50% of the Commitments may be allocated to the Foreign Revolver Commitments, and (ixxii) at least three Business Days prior to the proposed Reallocation Date, a Senior Officer of the Administrative U.S. Borrower Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (v), (viivi) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewithx), which certificate shall be deemed recertified to Agent by a Senior Officer of the Administrative U.S. Borrower Agent on and as of the Reallocation Date. (b) Agent shall promptly inform the Lenders of any request for a Reallocation. Each Lender electing to reallocate its Borrower Group Commitments shall notify Agent within five Business Days after its receipt of such notice of its election and the maximum amount of the respective Borrower Group Commitment reallocations to which it would agree (each, a “Reallocation Consent”), it being agreed that any such reallocation may be consummated, as to any Lender, by an Affiliate of such Lender providing a Borrower Group Commitment of the applicable class (whether or not such Affiliate already has a Borrower Group Commitment of such class) provided such Affiliate provides to Agent any documents requested by Agent in connection with its Borrower Group Commitment, each in form and substance reasonably satisfactory to Agent. Notwithstanding the foregoing, (i) no Lender shall be obligated to agree to any such Reallocation of its Commitment (and no consent by any Lender to any Reallocation on one occasion shall be deemed consent to any future Reallocation by such Lender), (ii) other than the Lenders consenting to such Reallocation and Agent’s consent, no consent of any other Lender shall be required, and (iii) the failure of any Lender to affirmatively consent to participate in any such Reallocation on or prior to the fifth Business Day after its receipt of notice thereof shall be deemed to constitute an election by such Lender not to participate in such Reallocation. If, at the end of such five Business Day period, Agent receives Reallocation Consents from Lenders in an aggregate amount greater than the required reallocation amounts, each such consenting Lender’s affected Borrower Group Commitments shall be increased or decreased on a pro rata basis based on the Borrower Group Commitments of the participating Lenders offered to be reallocated. If the conditions set forth in this Section, including, without limitation, the receipt of sufficient Reallocation Consents within the time period set forth above, are not satisfied on the applicable Reallocation Date (or, to the extent such conditions relate to an earlier date, such earlier date), Agent shall notify U.S. Borrower Agent in writing that the requested Reallocation will not be effectuated; provided that (A) Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by U.S. Borrower Agent pursuant to Section 2.1.8(a)(xii) in making its determination as to the satisfaction of the conditions set forth in Section 2.1.8(a)(vi) and (x) and (B) if the proposed Reallocation cannot be effected because sufficient Reallocation Consents were not received, then U.S. Borrower Agent may elect to consummate such Reallocation in the lesser amount of the Reallocation Consents that were received. On each Reallocation Date, Agent shall notify the Lenders and U.S. Borrower Agent, on or before 3:00 p.m. by facsimile, e-mail or other electronic means, of the occurrence of the Reallocation to be effected on such Reallocation Date, the amount of the Loans held by each such Lender (or an Affiliate thereof) as a result thereof and the amount of the Borrower Group Commitments of each such Lender as a result thereof. To the extent necessary where a Lender in one Borrower Group and its separate affiliate that is a Lender in the other Borrower Group are participating in a Reallocation, the Reallocation among such Persons shall be deemed to have been consummated pursuant to an Assignment and Acceptance. The respective Pro Rata shares of the Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto), and Agent and the affected Lenders shall make such adjustments as Agent shall deem reasonably necessary so that the outstanding Loans and LC Obligations of each Lender equals its Pro Rata share thereof after giving effect to the Reallocation.

Reallocation Mechanism. (a) Subject to the terms and conditions of this Section 2.1.62.25, the Administrative Lead Borrower may request that certain Revolver the Lenders (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment among the Facilities their respective undrawn Initial Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular Facilitysuch respective undrawn Commitments, with any such increase or decrease in Revolver their undrawn Initial Canadian Commitments for one Facility to the Canadian Borrower to be accompanied by a concurrent and equal decrease or increase, respectivelyas applicable, in their undrawn Initial US Commitment to the Revolver Commitments for the other Facility US Borrower (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b), any Any such Reallocation shall be subject to the following conditions: (i) the Administrative Lead Borrower shall have provided to the Administrative Agent a written request notice (in reasonable detail) at least fifteen ten (10) Business Days prior to the requested effective date therefor (which effective date must shall be a Business Daythe first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitment Reallocations undrawn Initial Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver undrawn Initial Commitments in an amount equal to $5,000,000 and in increments integral multiples of $1,000,000 and not less than $5,000,000, and all such Reallocations shall not result in the increase of either the Initial Canadian Commitment or the Initial US Commitment as of the Closing Date by an aggregate amount in excess thereofof $20,000,000, (iii) Agent after giving effect to the Reallocation, each Lender shall have received Reallocation Consents from Lenders having applicable Revolver hold the same proportionate share of all of the Initial Commitments sufficient to effectuate such requested Reallocationthe Borrowers, (iv) no more than two Reallocations may be effected in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (v) no more than one Reallocation may be requested in any calendar quarter, (vi) any increase or decrease in a Revolver an Initial Commitment of one Facility a Lender in its respective Initial Canadian Commitment or Initial US Commitment shall result in a dollar-for-dollar concurrent decrease or increase in its respective Initial Canadian Commitment or Initial US Commitment such that the Revolver Commitment sum of all the other Facility, (vii) in no event Initial Commitments of such Lender after giving effect to such Reallocation shall the Maximum Revolver Facility Amount exceed equal the aggregate amount of the aggregate Revolver Initial Commitments then of such Lender in effecteffect immediately prior to such Reallocation, (viiivii) after giving effect to such ReallocationReallocation of Initial Commitments, no Overadvance would exist or would result therefrom and therefrom, (ixviii) at least three (3) Business Days prior to the proposed Reallocation Date, a Senior Responsible Officer of the Administrative Lead Borrower shall have delivered to the Administrative Agent a certificate certifying as to compliance with preceding clauses (v), i) through (vii) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of and (ix) the Administrative Borrower on and as Agent consents to such Reallocation in its Permitted Discretion. (b) The Administrative Agent shall promptly notify such Lenders of the Reallocation DateDate and the amount of the affected Initial Commitment of such Lenders as a result thereof. The respective proportionate shares of Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto).

Reallocation Mechanism. Subject to the terms and conditions of this Section 2.1.62.12, the Administrative Borrower may request that certain Revolver Revolving Lenders (and such Revolver Revolving Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Revolving Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment Revolving Credit Commitments among the Facilities Tranches in order to effect an increase or decrease in the Revolver Revolving Credit Commitments of a particular FacilityTranche, with any such increase or decrease in Revolver Revolving Credit Commitments for one Facility Tranche to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver Revolving Credit Commitments for the other Facility Tranche (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b2.12(b), any such Reallocation shall be subject to the following conditions: (i) the Administrative Borrower shall have provided to the Administrative Agent and the Funding Agent a written request (in reasonable detail) at least fifteen 15 Business Days prior to the requested effective date therefor (which effective date must be a Business Day) (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitment Reallocations Reallocation to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, the applicable Revolver Revolving Credit Commitments in an amount equal to $5,000,000 and in increments of $1,000,000 in excess thereof, (iii) the Administrative Agent and the Funding Agent shall have received Reallocation Consents from Revolving Lenders having applicable Revolver Revolving Credit Commitments sufficient to effectuate such requested Reallocation, (iv) no more than two Reallocations one Reallocation may be effected requested in any calendar yearFiscal Quarter, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (vi) any increase in a Revolver Revolving Credit Commitment of one Facility Tranche shall result in a dollar-for-dollar decrease in the Revolver Revolving Credit Commitment of the other FacilityTranche, (vii) in no event shall the Maximum Revolver Facility Amount Revolving Credit Exposure exceed the aggregate amount of the aggregate Revolver Revolving Credit Commitments then in effect, (viii) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom and (ix) at least three Business Days prior to the proposed Reallocation Date, a Senior Responsible Officer of the Administrative Borrower shall have delivered to the Administrative Agent and the Funding Agent a certificate certifying as to compliance with preceding clauses (v), (vii) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of the Administrative Borrower on and as of the Reallocation Date.

Reallocation Mechanism. (a) Subject to the terms and conditions of this Section 2.1.62.25, the Administrative Lead Borrower may request that certain Revolver the Lenders (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment among the Facilities their respective undrawn Initial Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular Facilitysuch respective undrawn Commitments, with any such increase or decrease in Revolver their undrawn Initial Canadian Commitments for one Facility to the Canadian Borrower to be accompanied by a concurrent and equal decrease or increase, respectivelyas applicable, in their undrawn Initial US Commitment to the Revolver Commitments for the other Facility US Borrower (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b), any Any such Reallocation shall be subject to the following conditions: conditions (except as otherwise provided in Section 9.23): (i) the Administrative Lead Borrower shall have provided to the Administrative Agent a written request notice (in reasonable detail) at least fifteen ten (10) Business Days prior to the requested effective date therefor (which effective date must shall be a Business Daythe first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitment Reallocations undrawn Initial Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver undrawn Initial Commitments in an amount equal to $5,000,000 and in increments integral multiples of $1,000,000 1,000,000, and all such Reallocations shall not result in the increase of either the Initial Canadian Commitment or the Initial US Commitment as of the Closing Date by an aggregate amount in excess thereofof $20,000,000, (iii) Agent after giving effect to the Reallocation, each Lender shall have received Reallocation Consents from Lenders having applicable Revolver hold the same proportionate share of all of the Initial Commitments sufficient to effectuate such requested Reallocationthe Borrowers, (iv) no more than two Reallocations may be effected in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (v) no more than one Reallocation may be requested in any calendar quarter, (vi) any increase or decrease in a Revolver an Initial Commitment of one Facility a Lender in its respective Initial Canadian Commitment or Initial US Commitment shall result in a dollar-for-dollar concurrent decrease or increase in its respective Initial Canadian Commitment or Initial US Commitment such that the Revolver Commitment sum of all the other Facility, (vii) in no event Initial Commitments of such Lender after giving effect to such Reallocation shall the Maximum Revolver Facility Amount exceed equal the aggregate amount of the aggregate Revolver Initial Commitments then of such Lender in effecteffect immediately prior to such Reallocation, (viiivii) after giving effect to such ReallocationReallocation of Initial Commitments, no Overadvance would exist or would result therefrom and therefrom, (ixviii) at least three (3) Business Days prior to the proposed Reallocation Date, a Senior Responsible Officer of the Administrative Lead Borrower shall have delivered to the Administrative Agent a certificate certifying as to compliance with preceding clauses (v), i) through (vii) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of and (ix) the Administrative Borrower on and as Agent consents to such Reallocation in its Permitted Discretion. (b) The Administrative Agent shall promptly notify such Lenders of the Reallocation DateDate and the amount of the affected Initial Commitment of such Lenders as a result thereof. The respective proportionate shares of Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto).

Reallocation Mechanism. 2.25.1. Subject to the terms and conditions of this Section 2.1.62.25, the Administrative Lead Borrower may request that certain Revolver the Lenders (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment among the Facilities their respective undrawn Initial Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular Facilitysuch respective undrawn Commitments, with any such increase or decrease in Revolver their undrawn Initial Canadian Commitments for one Facility to the Canadian Borrower to be accompanied by a concurrent and equal decrease or increase, respectivelyas applicable, in their undrawn Initial US Commitment to the Revolver Commitments for the other Facility US Borrower (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b), any Any such Reallocation shall be subject to the following conditions: conditions (except as otherwise provided in Section 9.23): (i) the Administrative Lead Borrower shall have provided to the Administrative Agent a written request notice (in reasonable detail) at least fifteen ten (10) Business Days prior to the requested effective date therefor (which effective date must shall be a Business Daythe first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitment Reallocations undrawn Initial Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver undrawn Initial Commitments in an amount equal to $5,000,000 and in increments integral multiples of $1,000,000 1.0 million, and all such Reallocations shall not result in the increase of either the Initial Canadian Commitment or the Initial US Commitment as of the Closing Date by an aggregate amount in excess thereofof $20.0 million, (iii) Agent after giving effect to the Reallocation, each Lender shall have received Reallocation Consents from Lenders having applicable Revolver hold the same proportionate share of all of the Initial Commitments sufficient to effectuate such requested Reallocationthe Borrowers, (iv) no more than two Reallocations may be effected in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (v) no more than one (1) Reallocation may be requested in any calendar quarter, (vi) any increase or decrease in a Revolver an Initial Commitment of one Facility a Lender in its respective Initial Canadian Commitment or Initial US Commitment shall result in a dollar-for-dollar concurrent decrease or increase in its respective Initial Canadian Commitment or Initial US Commitment such that the Revolver Commitment sum of all the other Facility, (vii) in no event Initial Commitments of such Lender after giving effect to such Reallocation shall the Maximum Revolver Facility Amount exceed equal the aggregate amount of the aggregate Revolver Initial Commitments then of such Lender in effecteffect immediately prior to such Reallocation, (viiivii) after giving effect to such ReallocationReallocation of Initial Commitments, no Overadvance would exist or would result therefrom and therefrom, (ixviii) at least three (3) Business Days prior to the proposed Reallocation Date, a Senior Responsible Officer of the Administrative Lead Borrower shall have delivered to the Administrative Agent a certificate certifying as to compliance with preceding clauses (v), i) through (vii) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of and (ix) the Administrative Borrower on and as Agent consents to such Reallocation in its Permitted Discretion. 2.25.2. The Administrative Agent shall promptly notify such Lenders of the Reallocation DateDate and the amount of the affected Initial Commitment of such Lenders as a result thereof. The respective proportionate shares of Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto).

Reallocation Mechanism. Subject to the terms and conditions of this Section 2.1.62.1.7(g) and (h), the Administrative Borrower North American Loan Party Agent may request that the Lenders to certain Revolver Lenders Borrower Groups (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branchaffiliate’s) Revolver Commitment among the Facilities Borrower Group Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular FacilityBorrower Group Commitments, with any such increase or decrease in Revolver Commitments for one Facility a Borrower Group Commitment to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver Commitments for the other Facility another Borrower Group Commitment (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b2.1.7(h), any such Reallocation shall be subject to the following conditions: (i) the Administrative Borrower North American Loan Party Agent shall have provided to the Agent a written request (in reasonable detail) at least fifteen ten (10) Business Days prior to the requested effective date therefor (which effective date must be a Business Day) (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Borrower Group Commitment Reallocations reallocations to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver Borrower Group Commitments in an amount equal to $5,000,000 and in increments of $1,000,000 in excess thereof, (iii) after giving effect to any such Reallocation, the U.S. Revolver Commitments shall be at least 60% of the Commitments, (iv) the Agent shall have received Reallocation Consents from Lenders having applicable Revolver Borrower Group Commitments sufficient to effectuate such requested Reallocation, (ivv) no more than two Reallocations may be effected requested in any calendar year, (vvi) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (vivii) any increase in a Revolver Borrower Group Commitment of one Facility shall result in a dollar-for-dollar decrease in the Revolver Commitment of the other Facilityanother Borrower Group Commitment, (viiviii) in no event shall the Maximum Revolver Facility Amount sum of all the Borrower Group Commitments exceed the aggregate amount of the aggregate Revolver Commitments then in effect, (viiiix) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom therefrom, and (ixx) at least three (3) Business Days prior to the proposed Reallocation Date, a Senior Officer of the Administrative Borrower North American Loan Party Agent shall have delivered to the Agent a certificate certifying as to compliance with preceding clauses (vvi), (viiviii) and (viiiix) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to the Agent by a an Senior Officer of the Administrative Borrower North American Loan Party Agent on and as of the Reallocation Date.

Reallocation Mechanism. Subject to the terms and conditions of this Section 2.1.62.1.7(k) and (l), the Administrative Borrower North American Loan Party Agent may request that the Lenders to certain Revolver Lenders Borrower Groups (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branchaffiliate’s) Revolver Commitment among the Facilities Borrower Group Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular FacilityBorrower Group Commitments, with any such increase or decrease in Revolver Commitments for one Facility a Borrower Group Commitment to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver Commitments for the other Facility another Borrower Group Commitment (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b2.1.7(l), any such Reallocation shall be subject to the following conditions: (i) the Administrative Borrower North American Loan Party Agent shall have provided to the Agent a written request (in reasonable detail) at least fifteen ten Business Days prior to the requested effective date therefor (which effective date must be a Business Day) (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Borrower Group Commitment Reallocations reallocations to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver Borrower Group Commitments in an amount equal to $5,000,000 and in increments of $1,000,000 in excess thereof, (iii) the Agent shall have received Reallocation Consents from Lenders having applicable Revolver Borrower Group Commitments sufficient to effectuate such requested Reallocation, (iv) no more than two Reallocations one Reallocation may be effected requested in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (vi) any increase in a Revolver Borrower Group Commitment of one Facility shall result in a dollar-for-dollar decrease in the Revolver Commitment of the other Facilityanother Borrower Group Commitment, (vii) in no event shall the Maximum Revolver Facility Amount sum of all the Borrower Group Commitments exceed the aggregate amount of the aggregate Revolver Commitments then in effect, (viii) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom therefrom, and (ix) at least three Business Days prior to the proposed Reallocation Date, a Senior Officer of the Administrative Borrower North American Loan Party Agent shall have delivered to the Agent a certificate certifying as to compliance with preceding clauses (v), (viiii) and through (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to the Agent by a Senior Officer of the Administrative Borrower North American Loan Party Agent on and as of the Reallocation Date.

Reallocation Mechanism. (a) Subject to the terms and conditions of this Section 2.1.62.1.8, the Administrative U.S. Borrower Agent may request that certain Revolver the Lenders to the Borrower Groups (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment among the Facilities Borrower Group Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular FacilityBorrower Group Commitments, with any such increase or decrease in Revolver Commitments for one Facility a Borrower Group Commitment to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver Commitments for the other Facility Borrower Group Commitment (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b2.1.8(b), any such Reallocation shall be subject to the following conditions: (i) the Administrative U.S. Borrower Agent shall have provided to Agent a written request (in reasonable detail) at least fifteen Business Days prior to the requested effective date therefor (which effective date must be a Business Day) (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Borrower Group Commitment Reallocations reallocations to be effected, (ii) Agent shall have consented to such Reallocation, (iii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver Borrower Group Commitments in an amount equal to $5,000,000 10,000,000 and in increments of $1,000,000 in excess thereof, (iiiiv) Agent shall have received Reallocation Consents from Lenders having applicable Revolver Borrower Group Commitments sufficient to effectuate such requested Reallocation, (ivv) no more than two (2) Reallocations may be effected requested in any calendar yearFiscal Year, (vvi) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (vivii) any increase in a Revolver Borrower Group Commitment of one Facility shall result in a dollar-for-dollar decrease in the Revolver Commitment of the other FacilityBorrower Group Commitment, (viiviii) in no event shall the Maximum Revolver Facility Amount sum of the reallocated Borrower Group Commitments exceed the aggregate amount of the aggregate Revolver Commitments then in effect, (viiiix) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom therefrom, (x) such increase shall be permitted under any Permitted Term Debt, (xi) no more than 65 50% of the Commitments may be allocated to the Foreign Revolver Commitments, and (ixxii) at least three Business Days prior to the proposed Reallocation Date, a Senior Officer of the Administrative U.S. Borrower Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (v), (viivi) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewithx), which certificate shall be deemed recertified to Agent by a Senior Officer of the Administrative U.S. Borrower Agent on and as of the Reallocation Date. (b) Agent shall promptly inform the Lenders of any request for a Reallocation. Each Lender electing to reallocate its Borrower Group Commitments shall notify Agent within five Business Days after its receipt of such notice of its election and the maximum amount of the respective Borrower Group Commitment reallocations to which it would agree (each, a “Reallocation Consent”), it being agreed that any such reallocation may be consummated, as to any Lender, by an Affiliate of such Lender providing a Borrower Group Commitment of the applicable class (whether or not such Affiliate already has a Borrower Group Commitment of such class) provided such Affiliate provides to Agent any documents requested by Agent in connection with its Borrower Group Commitment, each in form and substance reasonably satisfactory to Agent. Notwithstanding the foregoing, (i) no Lender shall be obligated to agree to any such Reallocation of its Commitment (and no consent by any Lender to any Reallocation on one occasion shall be deemed consent to any future Reallocation by such Lender), (ii) other than the Lenders consenting to such Reallocation and Agent’s consent, no consent of any other Lender shall be required, and (iii) the failure of any Lender to affirmatively consent to participate in any such Reallocation on or prior to the fifth Business Day after its receipt of notice thereof shall be deemed to constitute an election by such Lender not to participate in such Reallocation. If, at the end of such five Business Day period, Agent receives Reallocation Consents from Lenders in an aggregate amount greater than the required reallocation amounts, each such consenting Lender’s affected Borrower Group Commitments shall be increased or decreased on a pro rata basis based on the Borrower Group Commitments of the participating Lenders offered to be reallocated. If the conditions set forth in this Section, including, without limitation, the receipt of sufficient Reallocation Consents within the time period set forth above, are not satisfied on the applicable Reallocation Date (or, to the extent such conditions relate to an earlier date, such earlier date), Agent shall notify U.S. Borrower Agent in writing that the requested Reallocation will not be effectuated; provided that (A) Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by U.S. Borrower Agent pursuant to Section 2.1.8(a)(xii) in making its determination as to the satisfaction of the conditions set forth in Section 2.1.8(a)(vi) and (x) and (B) if the proposed Reallocation cannot be effected because sufficient Reallocation Consents were not received, then U.S. Borrower Agent may elect to consummate such Reallocation in the lesser amount of the Reallocation Consents that were received. On each Reallocation Date, Agent shall notify the Lenders and U.S. Borrower Agent, on or before 3:00 p.m. by facsimile, e-mail or other electronic means, of the occurrence of the Reallocation to be effected on such Reallocation Date, the amount of the Loans held by each such Lender (or an Affiliate thereof) as a result thereof and the amount of the Borrower Group Commitments of each such Lender as a result thereof. To the extent necessary where a Lender in one Borrower Group and its separate affiliate that is a Lender in the other Borrower Group are participating in a Reallocation, the Reallocation among such Persons shall be deemed to have been consummated pursuant to an Assignment and Acceptance. The respective Pro Rata shares of the Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto), and Agent and the affected Lenders shall make such adjustments as Agent shall deem reasonably necessary so that the outstanding Loans and LC Obligations of each Lender equals its Pro Rata share thereof after giving effect to the Reallocation.

Reallocation Mechanism. (a) Subject to the terms and conditions of this Section 2.1.62.25, the Administrative Lead Borrower may request that certain Revolver the Lenders (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment among the Facilities their respective undrawn Initial Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular Facilitysuch respective undrawn Commitments, with any such increase or decrease in Revolver their undrawn Initial Canadian Commitments for one Facility to the Canadian Borrower to be accompanied by a concurrent and equal decrease or increase, respectivelyas applicable, in their undrawn Initial US Commitment to the Revolver Commitments for the other Facility US BorrowerBorrowers (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b), any Any such Reallocation shall be subject to the following conditions: conditions (except as otherwise provided in Section 9.23): (i) the Administrative Lead Borrower shall have provided to the Administrative Agent a written request notice (in reasonable detail) at least fifteen ten (10) Business Days prior to the requested effective date therefor (which effective date must shall be a Business Daythe first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitment Reallocations undrawn Initial Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver undrawn Initial Commitments in an amount equal to $5,000,000 and in increments integral multiples of $1,000,000 1,000,000, and all such Reallocations shall not result in the increase of either the Initial Canadian Commitment or the Initial US Commitment as of the Closing Date by an aggregate amount in excess thereofof $20,000,000, (iii) Agent after giving effect to the Reallocation, each Lender shall have received Reallocation Consents from Lenders having applicable Revolver hold the same proportionate share of all of the Initial Commitments sufficient to effectuate such requested Reallocationthe Borrowers, (iv) no more than two Reallocations may be effected in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (v) no more than one Reallocation may be requested in any calendar quarter, (vi) any increase or decrease in a Revolver an Initial Commitment of one Facility a Lender in its respective Initial Canadian Commitment or Initial US Commitment shall result in a dollar-for-dollar concurrent decrease or increase in its respective Initial Canadian Commitment or Initial US Commitment such that the Revolver Commitment sum of all the other Facility, (vii) in no event Initial Commitments of such Lender after giving effect to such Reallocation shall the Maximum Revolver Facility Amount exceed equal the aggregate amount of the aggregate Revolver Initial Commitments then of such Lender in effecteffect immediately prior to such Reallocation, (viiivii) after giving effect to such ReallocationReallocation of Initial Commitments, no Overadvance would exist or would result therefrom and therefrom, (ixviii) at least three (3) Business Days prior to the proposed Reallocation Date, a Senior Responsible Officer of the Administrative Lead Borrower shall have delivered to the Administrative Agent a certificate certifying as to compliance with preceding clauses (v), i) through (vii) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of and (ix) the Administrative Borrower on and as Agent consents to such Reallocation in its Permitted Discretion. (b) The Administrative Agent shall promptly notify such Lenders of the Reallocation DateDate and the amount of the affected Initial Commitment of such Lenders as a result thereof. The respective proportionate shares of Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto).

Reallocation Mechanism. (a) Subject to the terms and conditions of this Section 2.1.62.1.8, the Administrative Borrower Agent may request that certain Revolver the Lenders to the Borrower Groups (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment among the Facilities Borrower Group Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular FacilityBorrower Group Commitments, with any such increase or decrease in Revolver Commitments for one Facility a Borrower Group Commitment to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver Commitments for the other Facility another Borrower Group Commitment (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b2.1.8(b), any such Reallocation shall be subject to the following conditions: (i) the Administrative Borrower Agent shall have provided to Agent a written request (in reasonable detail) at least fifteen Business Days prior to the requested effective date therefor (which effective date must be a Business Day) (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Borrower Group Commitment Reallocations reallocations to be effected, (ii) Agent consents to such Reallocation, (iii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver Borrower Group Commitments in an amount equal to $5,000,000 and in increments of $1,000,000 in excess thereof, (iiiiv) Agent shall have received Reallocation Consents from Lenders having applicable Revolver Borrower Group Commitments sufficient to effectuate such requested Reallocation, (ivv) no more than two Reallocations one Reallocation may be effected requested in any calendar yearquarter, (vvi) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (vivii) any increase in a Revolver Borrower Group Commitment of one Facility shall result in a dollar-for-dollar decrease in the Revolver Commitment of the other FacilityBorrower Group Commitment, (viiviii) in no event shall the Maximum Revolver Facility Amount sum of all the Borrower Group Commitments exceed the aggregate amount of the aggregate Revolver Commitments then in effect, (viiiix) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom therefrom, (x) with respect to any Reallocation that would result in an increase in the Canadian Revolver Commitments, such increase is permitted under the Term Loan Credit Agreement, and (ixxi) at least three Business Days prior to the proposed Reallocation Date, a Senior Responsible Officer of the Administrative Borrower Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (v), (viivi) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewithx), which certificate shall be deemed recertified to Agent by a Senior Responsible Officer of the Administrative Borrower Agent on and as of the Reallocation Date. (b) Agent shall promptly inform the Lenders of any request for a Reallocation. Each Lender electing to reallocate its Borrower Group Commitments shall notify Agent within five Business Days after its receipt of such notice of its election and the maximum amount of the respective Borrower Group Commitment reallocations to which it would agree (each, a “Reallocation Consent”), it being agreed that any such reallocation may be consummated, as to any Lender, by an Affiliate of such Lender providing a Borrower Group Commitment of the applicable class (whether or not such Affiliate already has a Borrower Group Commitment of such class) provided such Affiliate provides to Agent any documents requested by Agent in connection with its Borrower Group Commitment, each in form and substance reasonably satisfactory to Agent. Notwithstanding the foregoing, (i) no Lender shall be obligated to agree to any such Reallocation of its Commitment (and no consent by any Lender to any Reallocation on one occasion shall be deemed consent to any future Reallocation by such Lender), (ii) other than the Lenders consenting to such Reallocation and Agent’s consent, no consent of any other Lender shall be required, and (iii) the failure of any Lender to affirmatively consent to participate in any such Reallocation on or prior to the fifth Business Day after its receipt of notice thereof shall be deemed to constitute an election by such Lender not to participate in such Reallocation. If, at the end of such five Business Day period, Agent receives Reallocation Consents from Lenders in an aggregate amount greater than the required reallocation amounts, each such consenting Lender’s affected Borrower Group Commitments shall be increased or decreased on a pro rata basis based on the Borrower Group Commitments of the participating Lenders offered to be reallocated. If the conditions set forth in this Section, including, without limitation, the receipt of sufficient Reallocation Consents within the time period set forth above, are not satisfied on the applicable Reallocation Date (or, to the extent such conditions relate to an earlier date, such earlier date), Agent shall notify the Borrower Agent in writing that the requested Reallocation will not be effectuated; provided that (A) Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by the Borrower Agent pursuant to Section 2.1.8(a)(xi) in making its determination as to the satisfaction of the conditions set forth in Section 2.1.8(a)(vi) and (x) and (B) if the proposed Reallocation cannot be effected because sufficient Reallocation Consents were not received, then the Borrower Agent may elect to consummate such Reallocation in the lesser amount of the Reallocation Consents that were received. On each Reallocation Date, Agent shall notify the Lenders and the Borrower Agent, on or before 3:00 p.m. (Local Time) by facsimile, e-mail or other electronic means, of the occurrence of the Reallocation to be effected on such Reallocation Date, the amount of the Loans held by each such Lender (or an Affiliate thereof) as a result thereof and the amount of the Borrower Group Commitments of each such Lender as a result thereof. To the extent necessary where a Lender in one Borrower Group and its separate affiliate that is a Lender in the other Borrower Group are participating in a Reallocation, the Reallocation among such Persons shall be deemed to have been consummated pursuant to an Assignment and Acceptance. The respective Pro Rata shares of the Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto), and Agent and the affected Lenders shall make such adjustments as Agent shall deem reasonably necessary so that the outstanding Loans and LC Obligations of each Lender equals its Pro Rata share thereof after giving effect to the Reallocation.

Reallocation Mechanism. Subject to the terms and conditions of this Section 2.1.62.25, the Administrative Lead Borrower may request that certain Revolver the Lenders (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment among the Facilities their respective undrawn Initial Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular Facilitysuch respective undrawn Commitments, with any such increase or decrease in Revolver their undrawn Initial Canadian Commitments for one Facility to the Canadian Borrower to be accompanied by a concurrent and equal decrease or increase, respectivelyas applicable, in their undrawn Initial US Commitment to the Revolver Commitments for the other Facility US Borrower (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b), any Any such Reallocation shall be subject to the following conditions: conditions (except as otherwise provided in Section 9.23): (i) the Administrative Lead Borrower shall have provided to the Administrative Agent a written request notice (in reasonable detail) at least fifteen ten (10) Business Days prior to the requested effective date therefor (which effective date must shall be a Business Daythe first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitment Reallocations undrawn Initial Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver undrawn Initial Commitments in an amount equal to $5,000,000 and in increments integral multiples of $1,000,000 1.0 million, and all such Reallocations shall not result in the increase of either the Initial Canadian Commitment or the Initial US Commitment as of the Closing Date by an aggregate amount in excess thereofof $20.0 million, (iii) Agent after giving effect to the Reallocation, each Lender shall have received Reallocation Consents from Lenders having applicable Revolver hold the same proportionate share of all of the Initial Commitments sufficient to effectuate such requested Reallocationthe Borrowers, (iv) no more than two Reallocations may be effected in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (v) no more than one (1) Reallocation may be requested in any calendar quarter, (vi) any increase or decrease in a Revolver an Initial Commitment of one Facility a Lender in its respective Initial Canadian Commitment or Initial US Commitment shall result in a dollar-for-dollar concurrent decrease or increase in its respective Initial Canadian Commitment or Initial US Commitment such that the Revolver Commitment sum of all the other Facility, (vii) in no event Initial Commitments of such Lender after giving effect to such Reallocation shall the Maximum Revolver Facility Amount exceed equal the aggregate amount of the aggregate Revolver Initial Commitments then of such Lender in effecteffect immediately prior to such Reallocation, (viiivii) after giving effect to such ReallocationReallocation of Initial Commitments, no Overadvance would exist or would result therefrom and therefrom, (ixviii) at least three (3) Business Days prior to the proposed Reallocation Date, a Senior Responsible Officer of the Administrative Lead Borrower shall have delivered to the Administrative Agent a certificate certifying as to compliance with preceding clauses (v), i) through (vii) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of and (ix) the Administrative Borrower on and as of the Agent consents to such Reallocation Datein its Permitted Discretion.

Reallocation Mechanism. Subject to the terms and conditions of this Section 2.1.62.1.7, the Administrative Borrower may request that certain the Revolver Lenders to certain Borrower Groups (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment among the Facilities Borrower Group Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular FacilityBorrower Group Commitments, with any such increase or decrease in Revolver Commitments for one Facility a Borrower Group Commitment to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver Commitments for the other Facility another Borrower Group Commitment (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b2.1.7(b), any such Reallocation shall be subject to the following conditions: (i) the Administrative Borrower shall have provided to Agent a written request (in reasonable detail) at least fifteen Business Days prior to the requested effective date therefor (which effective date must be a Business Day) (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Borrower Group Commitment Reallocations reallocations to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, the applicable Revolver Borrower Group Commitments in an amount equal to $5,000,000 and in increments of $1,000,000 in excess thereof, (iii) Agent shall have received Reallocation Consents from Lenders having applicable Revolver Borrower Group Commitments sufficient to effectuate such requested Reallocation, (iv) no more than two Reallocations may be effected in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (vi) any increase in a Revolver Borrower Group Commitment of one Facility shall result in a dollar-for-dollar decrease in the Revolver Commitment of the other Facilityanother Borrower Group Commitment, (vii) in no event shall the Maximum Revolver Facility Amount sum of all the Borrower Group Commitments exceed the aggregate amount of the aggregate Revolver Commitments then in effect, (viii) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom and (ix) at least three Business Days prior to the proposed Reallocation Date, a Senior Officer of the Administrative Borrower shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (v), (vii) and (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of the Administrative Borrower on and as of the Reallocation Date.

Reallocation Mechanism. Subject to the terms and conditions of this Section 2.1.62.1.7(e) and (f), the Administrative North American Loan Party Agent may, effective as of the first day of a specified Fiscal Quarter, effective for such Fiscal Quarter, require that the Lenders to certain Borrower may request that certain Revolver Lenders Groups (and such Revolver Lenders in their individual sole discretion may shall be deemed to agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branchaffiliate’s) Revolver Commitment among the Facilities Borrower Group Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular FacilityBorrower Group Commitments, with any such increase or decrease in Revolver Commitments for one Facility a Borrower Group Commitment to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver Commitments for the other Facility another Borrower Group Commitment (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b2.1.7(f), any such Reallocation shall be subject to the following conditions: (i) the Administrative Borrower North American Loan Party Agent shall have provided to the Agent a written request notice (in reasonable detail) at least fifteen ten (10) Business Days prior to the requested effective date therefor (which effective date must be the first day of a Business DayFiscal Quarter) (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Borrower Group Commitment Reallocations reallocations to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver Borrower Group Commitments in an amount equal to $5,000,000 and in increments of $1,000,000 in excess thereof, (iii) Agent shall have received Reallocation Consents from Lenders having applicable after giving effect to any such Reallocation, the Dutch Kraton Revolver Commitments sufficient to effectuate such requested Reallocationshall be no greater than $100,000,000, (iv) no more than two Reallocations may be effected in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request notice or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (viv) any increase in a Revolver Borrower Group Commitment of one Facility shall result in a dollar-for-dollar decrease in the Revolver Commitment of the other Facilityanother Borrower Group Commitment, (viivi) in no event shall the Maximum Revolver Facility Amount sum of all the Borrower Group Commitments exceed the aggregate amount of the aggregate Revolver Commitments then in effect, (viiivii) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom therefrom, and (ixviii) at least three (3) Business Days prior to the proposed Reallocation Date, a Senior Officer of the Administrative Borrower North American Loan Party Agent shall have delivered to the Agent a certificate certifying as to compliance with preceding clauses (viv), (viivi) and (viiivii) and demonstrating (in reasonable detail) the calculations calculations, if any, required in connection therewith, which certificate shall be deemed recertified to the Agent by a Senior Officer of the Administrative Borrower North American Loan Party Agent on and as of the Reallocation Date.”

Reallocation Mechanism. Subject to the terms and conditions of this Section 2.1.62.1.6(l) and (m), the Administrative Borrower North American Loan Party Agent may request that the Lenders to certain Revolver Lenders Borrower Groups (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branchaffiliate’s) Revolver Commitment among the Facilities Borrower Group Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular FacilityBorrower Group Commitments, with any such increase or decrease in Revolver Commitments for one Facility a Borrower Group Commitment to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver Commitments for the other Facility another Borrower Group Commitment (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b2.1.6(m), any such Reallocation shall be subject to the following conditions: (i) the Administrative Borrower North American Loan Party Agent shall have provided to the Agent a written request (in reasonable detail) at least fifteen ten Business Days prior to the requested effective date therefor (which effective date must be a Business Day) (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Borrower Group Commitment Reallocations reallocations to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver Borrower Group Commitments in an amount equal to $5,000,000 and in increments of $1,000,000 in excess thereof, (iii) the Agent shall have received Reallocation Consents from Lenders having applicable Revolver Borrower Group Commitments sufficient to effectuate such requested Reallocation, (iv) no more than two Reallocations one Reallocation may be effected requested in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (vi) any increase in a Revolver Borrower Group Commitment of one Facility shall result in a dollar-for-dollar decrease in the Revolver Commitment of the other Facilityanother Borrower Group Commitment, (vii) in no event shall the Maximum Revolver Facility Amount sum of all the Borrower Group Commitments exceed the aggregate amount of the aggregate Revolver Commitments then in effect, (viii) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom therefrom, and (ix) at least three Business Days prior to the proposed Reallocation Date, a Senior Officer of the Administrative Borrower North American Loan Party Agent shall have delivered to the Agent a certificate certifying as to compliance with preceding clauses (v), (viiii) and through (viii) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to the Agent by a Senior Officer of the Administrative Borrower North American Loan Party Agent on and as of the Reallocation Date.

Reallocation Mechanism. Subject to the terms and conditions of this Section 2.1.62.1.7(e) and (f), the Administrative North American Loan Party Agent may, effective as of the first day of a specified Fiscal Quarter, effective for such Fiscal Quarter, require that the Lenders to certain Borrower may request that certain Revolver Lenders Groups (and such Revolver Lenders in their individual sole discretion may shall be deemed to agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branchaffiliate’s) Revolver Commitment among the Facilities Borrower Group Commitments in order to effect an increase or decrease in the Revolver Commitments of a particular FacilityBorrower Group Commitments, with any such increase or decrease in Revolver Commitments for one Facility a Borrower Group Commitment to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver Commitments for the other Facility another Borrower Group Commitment (each, a “Reallocation”); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b2.1.7(f), any such Reallocation shall be subject to the following conditions: (i) the Administrative Borrower North American Loan Party Agent shall have provided to the Agent a written request notice (in reasonable detail) at least fifteen ten (10) Business Days prior to the requested effective date therefor (which effective date must be the first day of a Business DayFiscal Quarter) (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Borrower Group Commitment Reallocations reallocations to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver Borrower Group Commitments in an amount equal to $5,000,000 and in increments of $1,000,000 in excess thereof, (iii) Agent shall have received Reallocation Consents from Lenders having applicable after giving effect to any such Reallocation, the U.S. Revolver Commitments sufficient to effectuate such requested Reallocationshall be at least 60% of the Commitments, (iv) no more than two Reallocations may be effected in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request notice or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (viv) any increase in a Revolver Borrower Group Commitment of one Facility shall result in a dollar-for-dollar decrease in the Revolver Commitment of the other Facilityanother Borrower Group Commitment, (viivi) in no event shall the Maximum Revolver Facility Amount sum of all the Borrower Group Commitments exceed the aggregate amount of the aggregate Revolver Commitments then in effect, (viiivii) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom therefrom, and (ixviii) at least three (3) Business Days prior to the proposed Reallocation Date, a Senior Officer of the Administrative Borrower North American Loan Party Agent shall have delivered to the Agent a certificate certifying as to compliance with preceding clauses (viv), (viivi) and (viiivii) and demonstrating (in reasonable detail) the calculations calculations, if any, required in connection therewith, which certificate shall be deemed recertified to the Agent by a Senior Officer of the Administrative Borrower North American Loan Party Agent on and as of the Reallocation Date.

Reallocation Mechanism. Subject to the terms and conditions of this Section 2.1.6, the Administrative Borrower Representative may request that certain Revolver the Lenders (and such Revolver Lenders in their individual sole discretion may agree to) change the then current allocation of each such Revolver Lender’s (and, if applicable, its Affiliate’s or branch’s) Revolver Commitment among the Facilities Revolving Loan Commitments in order to effect an increase or decrease in of the Revolver Commitments of a particular FacilityU.S. Revolving Loan Commitment and/or Canadian Revolving Loan Commitment, with any such increase or decrease in Revolver Commitments for one Facility a particular Revolving Loan Commitment to be accompanied by a concurrent and equal decrease or increase, respectively, in the Revolver Commitments for the other Facility Revolving Loan Commitment(s) (each, a “"Reallocation”"); provided, that, no more than $100,000,000 may be reallocated from the US Facility to the Multicurrency Facility over the term of this Agreement. In addition to the conditions set forth in Section 2.1.6(b), any Any such Reallocation shall be subject to the following conditions: (i) the Administrative Borrower Representative shall have provided to Agent a written request notice (in reasonable detail) at least fifteen ten (10) Business Days prior to the requested effective date therefor (which effective date must be a Business Dayor such shorter period as Agent may agree to in writing in its sole discretion) of such Reallocation (the “"Reallocation Date”") setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Revolving Loan Commitment Reallocations reallocations to be effected, (ii) any such Reallocation shall increase or decrease, as the case may be, decrease the applicable Revolver Revolving Loan Commitments in an amount equal to $5,000,000 and in increments of $1,000,000 in excess thereof1,000,000, (iii) Agent shall have received Reallocation Consents from Lenders having applicable Revolver Commitments sufficient to effectuate such requested Reallocation, (iv) no more than two Reallocations may be effected in any calendar year, (v) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (viiv) any increase or decrease in a Revolver Revolving Loan Commitment of one Facility shall result in a dollar-for-dollar concurrent decrease or increase in the Revolver other Revolving Loan Commitment such that the sum of all the other Facility, (vii) in no event Revolving Loan Commitments after giving effect to such Reallocation shall the Maximum Revolver Facility Amount exceed equal the aggregate amount of the aggregate Revolver Revolving Loan Commitments then in effecteffect immediately prior to such Reallocation, (viiiv) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom therefrom, and (ixvi) at least three (3) Business Days prior to the proposed Reallocation Date, a Senior Responsible Officer of the Administrative Borrower Representative shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (v), i) through (vii) and (viiivi) and demonstrating (in reasonable detail) the calculations required in connection therewith, which certificate shall be deemed recertified to Agent by a Senior Officer of the Administrative Borrower on and as of the Reallocation Date.