Common use of Reduction or Termination of Commitments Clause in Contracts

Reduction or Termination of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan Commitment, or permanently reduce the Revolver Commitment to an amount not less than the sum of the Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) L/C Obligations, and (c) Swing Line Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New York time, five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Commitments may not be increased. Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to the effective date of any termination of Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan Commitment, or permanently reduce the Revolver Commitment to an amount not less than the sum of the Outstanding Amount of the then existing (ai) Revolver Principal Debt, Debt and (bii) L/C Obligations, and (c) Swing Line Loans; provided that PROVIDED THAT (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New York timea.m., five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 3,000,000 or any whole multiple of $500,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Capital Distribution Subfacility in amounts not less than $500,000. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Commitments may not be increased. Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to the effective date of any termination of Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments Commitments, or (prior to the Initial Funding Date) permanently reduce the Term Loan Commitment, or permanently reduce the Revolver Commitment to an amount not less than the sum of the Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) L/C Obligations, and (c) Swing Line Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New York timea.m., five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Commitments may not be increased. Any reduction of the Revolver Commitment shall be applied to the Commitment of each Revolver Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Term Loan Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to the effective date of any termination of Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan CommitmentRevolving Commitments, or permanently reduce the Revolver Commitment Aggregate Revolving Commitments to an amount not less than the sum of then the Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) L/C Obligations, and (c) Swing Line LoansTotal Revolving Outstandings; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York12:00 noon, New York time, five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof and thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any Revolver Commitment 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, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit, exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be allocated between automatically reduced by the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000amount of such excess. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or terminationtermination of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Once reduced in accordance with this Section, the Aggregate Revolving Commitments may not be increased. Any reduction of the Revolver Commitment Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments Commitments, or (prior from time to the Initial Funding Date) time permanently reduce the Term Loan Commitment, or permanently reduce the Revolver Commitment to an amount not less than the sum of the Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) L/C Obligations, and (c) Swing Line LoansAggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New York timea.m., five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof and thereof, (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Revolver Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be allocated between automatically reduced by the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000amount of such excess. The Administrative Agent shall will promptly notify the Lenders of any such notice of termination or reduction or terminationof the Aggregate Commitments. Once reduced in accordance with this Section, the Aggregate Commitments may not be increasedincreased except in accordance with Section 2.1(b). Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment Commitment fees on the portion of the Commitment so terminated which have accrued to until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to funding the Initial Funding DateTerm Loan) permanently reduce the Term Loan Commitment, Commitment or permanently reduce the Revolver Commitment to an amount not less than the sum of the Outstanding Amount of the then existing (ai) Revolver Principal Debt, Debt and (bii) L/C Obligations, and (c) Swing Line Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New York timea.m., five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 3,000,000 or any whole multiple of $500,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Commitments Revolver Commitment or Term Loan Commitment, as the case may be, may not be increased. Any reduction of the Revolver Commitment shall be applied to the Revolver Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Term Loan Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Aggregate Revolver Commitment so terminated which have accrued to the effective date of any termination of the Aggregate Revolver Commitments shall at Administrative Agent’s option either be paid on the effective date of such terminationtermination or on the date when such commitment fee would otherwise be due. (b) The Aggregate Revolver Commitments shall be automatically reduced, dollar for dollar, by any downward purchase price adjustment received by or for the benefit of MW Energy in connection with the ACET Acquisition pursuant to Section 3.1 of the ACET PSA (excluding purchase price adjustments pursuant to Section 3.2 of the ACET PSA) and Borrower agrees to notify Administrative Agent of any such adjustment to the ACET Acquisition purchase price promptly and in any event prior to funding the initial Loan under this Agreement.

Reduction or Termination of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments Commitments, or (prior from time to the Initial Funding Date) time permanently reduce the Term Loan Commitment, or permanently reduce the Revolver Commitment to an amount not less than the sum of the Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) L/C Obligations, and (c) Swing Line LoansAggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New York timea.m., five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof and thereof, (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Revolver Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be allocated between automatically reduced by the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000amount of such excess. The Administrative Agent shall will promptly notify the Lenders of any such notice of termination or reduction or terminationof the Aggregate Commitments. Once reduced in accordance with this Section, the Aggregate Commitments may not be increased. Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to funding the Initial Funding DateTerm Loan) permanently reduce the Term Loan Commitment, Commitment or permanently reduce the Revolver Commitment to an amount not less than the sum of the Outstanding Amount of the then existing (ai) Revolver Principal Debt, Debt and (bii) L/C Obligations, and (c) Swing Line Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New Yorka.m., New York time, five three Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Commitments Revolver Commitment or Term Loan Commitment, as the case may be, may not be increased. Any reduction of the Revolver Commitment shall be applied to the Revolver Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Term Loan Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Aggregate Revolver Commitment so terminated which have accrued to the effective date of any termination of the Aggregate Revolver Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan CommitmentCommitments, or permanently reduce the Revolver Commitment Aggregate Commitments to an amount not less than the sum of the Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) L/C Obligations, and (c) Swing Line LoansTotal Outstandings; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New York time, five 12:00 noon one Business Days Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Dollar Equivalent Amount of $1,000,000 10,000,000 or any whole multiple of the Dollar Equivalent Amount of $500,000 1,000,000 in excess thereof and (iii) if, after giving effect to any Revolver Commitment reduction of the Aggregate Commitments, the Letter of Credit Sublimit, the Swing Line Sublimit, the Offshore Currency Committed Loan and Swing Line Loan Sublimit or the Offshore Currency Committed Loan, Swing Line Loan or Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be allocated between automatically reduced by the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000amount of such excess. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or terminationtermination of the Aggregate Commitments. Once reduced in accordance with this Section, the Aggregate Exhibit 4.1 Commitments may not be increasedincreased except in accordance with Section 2.03. Any reduction of the Revolver Commitment Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Lender according to its Pro Rata ShareApplicable Percentage. All commitment facility fees on the portion of the Commitment so terminated which have accrued to until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan CommitmentCommitments, or permanently reduce the Revolver Commitment Aggregate Commitments to an amount not less than the sum of the then Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) all Loans and L/C Obligations, and (c) Swing Line Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New York time9:00 a.m., five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Revolver Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be allocated between automatically reduced by the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000amount of such excess. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or terminationtermination of the Aggregate Commitments. Once reduced in accordance with this Section, the Aggregate Commitments may not be increased. Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan CommitmentRevolving Credit Commitments, or permanently reduce the Revolver Commitment Aggregate Revolving Credit Commitments to an amount not less than the sum then Dollar Equivalent Amount of the aggregate Outstanding Amount of the then existing (a) Revolver Principal Debtall Revolving Loans, (b) Swing Line Loans and L/C Obligations, and (c) Swing Line Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New Yorka.m., New York time, five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of the Dollar Equivalent Amount of $1,000,000 10,000,000 or any whole multiple of the Dollar Equivalent Amount of $500,000 1,000,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000thereof. The Administrative Agent shall promptly notify the Revolving Lenders of any such notice of reduction or terminationtermination of the Aggregate Revolving Credit Commitments. Once reduced in accordance with this Section, the Aggregate Revolving Credit Commitments may not be increased. Any reduction of the Revolver Commitment Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Revolving Share. All commitment facility fees on the portion of the Commitment so terminated which have accrued to until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan CommitmentCommitments, or permanently reduce the Revolver Commitment Aggregate Commitments to an amount not less than the sum of the then aggregate Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) all Loans and L/C Obligations, and (c) Swing Line Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New Yorka.m., New York time, five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or terminationtermination of the Aggregate Commitments. Once reduced in accordance with this Section, the Aggregate Commitments may not be increased. Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment facility and utilization fees on the portion of the Commitment so terminated which have accrued to until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) In the event the Borrower shall be required to use the Net Proceeds from the transfer of assets to repay Senior Indebtedness as provided in Section 7.05 and such Net Proceeds are applied to prepay Outstanding Amounts, the Aggregate Commitments shall be permanently reduced by the amount of such Net Proceeds paid to the Lenders and so applied. In the event such Net Proceeds are used to repay outstanding commercial paper of the Borrower or any Subsidiary, the Aggregate Commitments shall be permanently reduced by the principal amount of commercial paper so paid.

Reduction or Termination of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments Commitments, or (prior from time to the Initial Funding Date) time permanently reduce the Term Loan Commitment, or permanently reduce the Revolver Commitment to an amount not less than the sum of the Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) L/C Obligations, and (c) Swing Line LoansAggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New York timea.m., five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof and thereof, (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Revolver Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be allocated between automatically reduced by the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000amount of such excess. The Administrative Agent shall will promptly notify the Lenders of any such notice of termination or reduction or terminationof the Aggregate Commitments. Once reduced in accordance with this Section, the Aggregate Commitments may not be increased. Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment Commitment fees on the portion of the Commitment so terminated which have accrued to until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. The US Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Revolving Loan CommitmentCommitments, or permanently reduce the Revolver Commitment Revolving Loan Commitments to an amount not less than the sum of the Outstanding Amount Dollar Equivalent of the then existing (a) Revolver Principal Debt, (b) L/C Outstanding Revolving Credit Obligations, and (c) Swing Line Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New Yorknoon, New York time, five two Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate Dollar Equivalent amount of $1,000,000 5,000,000 or any whole Dollar Equivalent multiple of $500,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or terminationtermination of the Revolving Loan Commitments. Once reduced in accordance with this Section, the Revolving Loan Commitments may not be increased, except pursuant to Section 2.15 below. Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Revolving Loan Commitment Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have Facility Fees accrued to until the effective date of any termination of the Revolving Loan Commitments shall be paid on the effective date of such termination. If, after any reduction of the Revolving Loan Commitments in accordance with this section, the aggregate Dollar Equivalent amount of the Revolving Loan Commitments is less than the Dollar Equivalent amount of the Offshore Currency Sublimit, the Offshore Currency Sublimit shall be reduced to an amount not greater than the Dollar Equivalent of the Revolving Loan Commitments.

Reduction or Termination of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan CommitmentCommitments, or permanently reduce the Revolver Commitment sum thereof to an amount not less than the sum of the then Outstanding Amount of the then existing (a) Revolver Principal Debtall Loans to, (b) and L/C ObligationsObligations of, and (c) Swing Line Loansthe Borrower; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. New York, New York time, five two Business Days prior to the date of termination or reduction, (ii) the Borrower shall specify which Commitment is to be so reduced, (iii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof and (iiiiv) if, after giving effect to any Revolver Commitment reduction of the Aggregate Commitments, the Approved Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such sublimit shall be allocated between automatically reduced by the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000. amount of such excess; (b) The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or terminationtermination of the Aggregate Commitments. Once reduced in accordance with this Section, the Aggregate Commitments may not be increased. Any such reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Lender according to its Pro Rata ShareApplicable Percentage. All commitment fees accrued on the portion of the Commitment so terminated which have accrued to Aggregate Commitments that are terminated, until the effective date of any termination of Commitments termination, shall be paid on the effective date of such termination. Subject to the proviso in Section 2.05(a), the amount of any such Aggregate Commitment reduction shall not be applied to the Approved Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.

Reduction or Termination of Commitments. The Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan CommitmentCommitments, or permanently reduce the Revolver Commitment Aggregate Commitments to an amount not less than the sum of the then Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) all Loans and L/C Obligations, and (c) Swing Line Loanswithout penalty or premium; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New Yorka.m., New York time, five three Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof thereof, and (iii) if, after giving effect to any Revolver Commitment reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Subsidiary Sublimit exceeds the amount of the Aggregate Commitments, such sublimit shall be allocated between automatically reduced by the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000amount of such excess. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or terminationtermination of the Aggregate Commitments. Once reduced in accordance with this Section, the Aggregate Commitments may not be increased. Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan CommitmentCommitments, or permanently reduce the Revolver Commitment Aggregate Commitments to an amount not less than the sum of the then Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) all Revolving Loans and L/C Obligations, and (c) Swing Line Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York10:00 a.m., New York Seattle time, five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $500,000 100,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or terminationtermination of the Aggregate Commitments. Once reduced in accordance with this Section, the Aggregate Commitments may not be increased. Any reduction of the Revolver Commitment Aggregate Commitments shall be applied to the Revolving Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to the effective date of any termination of . (b) The Aggregate Commitments shall be paid on permanently reduced by an amount equal to 100% of the effective date proceeds (net of such terminationsales expenses and taxes actually paid) received by Borrower or any of its Subsidiaries from the sale of any property including capital stock of any Subsidiary; provided that sales of the capital stock of Borrower shall not reduce the Aggregate Commitment. The foregoing provision shall not apply to dispositions of property in the ordinary course of business or sales not exceeding $1,000,000 in any 12 month period.

Reduction or Termination of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan CommitmentCommitments, or permanently reduce the Revolver Commitment Aggregate Commitments to an amount not less than the sum of the then Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) all Revolving Loans and L/C Obligations, and (c) Swing Line Loans; provided that (i) -------- any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York10:00 a.m., New York Seattle time, five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $500,000 100,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or terminationtermination of the Aggregate Commitments. Once reduced in accordance with this Section, the Aggregate Commitments may not be increased. Any reduction of the Revolver Commitment Aggregate Commitments shall be applied to the Revolving Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to the effective date of any termination of . (b) The Aggregate Commitments shall be paid on permanently reduced by an amount equal to 100% of the effective date proceeds (net of such terminationsales expenses and taxes actually paid) received by Borrower or any of its Subsidiaries from the sale of any property including capital stock of any Subsidiary; provided that sales of the capital -------- stock of Borrower shall not reduce the Aggregate Commitment. The foregoing provision shall not apply to dispositions of property in the ordinary course of business or sales not exceeding $1,000,000 in any 12 month period.

Reduction or Termination of Commitments. The Borrower may, upon notice to the Administrative Agent, : (i) terminate the Aggregate Commitments or (Revolving Commitment prior to the Initial Funding Date) permanently reduce the Term Loan Commitment, or permanently reduce the Revolver Commitment Maturity Date to an amount not less than the sum of the Outstanding Amount of the then existing (a) Revolver Principal Debt, Debt and (b) L/C Obligations, ; (ii) terminate the Term Loan Commitment prior to the date of disbursement of the Term Loan; and (ciii) Swing Line Loansterminate the Acquisition Facility Commitment prior to the Acquisition Facility Drawdown Termination Date to an amount not less than the Outstanding Amount of the then existing Acquisition Loa Principal Debt; provided that PROVIDED THAT (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New York timea.m., five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Commitments Commitment so reduced may not be increased. Any reduction of the Revolver any Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the corresponding Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to the effective date of any termination of Commitments the such Commitment shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan CommitmentCommitments, or permanently reduce the Revolver Commitment Aggregate Commitments to an amount not less than the sum of the then aggregate Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) L/C Obligations, and (c) Swing Line all Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New Yorka.m., New York time, five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or terminationtermination of the Aggregate Commitments. Once reduced in accordance with this Section, the Aggregate Commitments may not be increased. Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment facility and utilization fees on the portion of the Commitment so terminated which have accrued to until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) In the event the Borrower shall be required to use the Net Proceeds from the transfer of assets to repay Senior Indebtedness as provided in Section 7.05 and such Net Proceeds are applied to prepay Outstanding Amounts, the Aggregate Commitments shall be permanently reduced by the amount of such Net Proceeds paid to the Lenders and so applied. In the event such Net Proceeds are used to repay outstanding commercial paper of the Borrower or any Subsidiary, the Aggregate Commitments shall be permanently reduced by the principal amount of commercial paper so paid.

Reduction or Termination of Commitments. Unless previously terminated, all of the Commitments shall terminate on the Maturity Date. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments Revolving Commitments, or (prior from time to the Initial Funding Date) time permanently reduce the Term Loan Commitment, or permanently reduce the Revolver Commitment to an amount not less than the sum of the Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) L/C Obligations, and (c) Swing Line LoansAggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New York time, five at least three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof and thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any Revolver Commitment 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, the Alternative Currency Sublimit, the Designated Borrower Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be allocated between automatically reduced by the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000amount of such excess. The Administrative Agent shall will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any termination or termination. Once reduced reduction of the Aggregate Revolving Commitments in accordance with this SectionSection 2.06 shall be permanent. Each notice delivered by the Company pursuant to this Section 2.06 shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Company (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, Designated Borrower Sublimit, the Commitments may not be increasedLetter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Revolver Commitment Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate Agent (prior to funding the Original Term Loan) permanently reduce the Aggregate Original Term Loan Commitments or and upon notice to the Administrative Agent (prior to the Initial Funding Additional Term Loan Maturity Date) permanently reduce the Aggregate Additional Term Loan Commitment, or permanently reduce the Revolver Commitment to an amount not less than the sum of the Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) L/C Obligations, and (c) Swing Line LoansCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New Yorknoon, New York time, five three Business Days prior to (or if all the outstanding Borrowings are Base Rate Loans, no later than noon on) the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 500,000 or any whole multiple of $500,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Aggregate Original Term Loan Commitments or Aggregate Additional Term Loan Commitments, as applicable, may not be increased. Any reduction of the Revolver Commitment Aggregate Term Loan Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share. All Except in connection with a termination or reduction of the entire Aggregate Term Loan Commitments, all commitment fees on the portion of the Commitment Aggregate Term Loan Commitments so terminated reduced which have accrued to the effective date of any termination reduction of the Aggregate Term Loan Commitments shall at Administrative Agent’s option either be paid on the effective date of such terminationreduction or on the date when such commitment fee would otherwise be due.”