Common use of Optional Reductions Clause in Contracts

Optional Reductions. The Borrowers may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (x) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (y) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (z) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five three (53) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrowers Company may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon 9:00 a.m. five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) if, after giving effect to any such partial reduction of the Aggregate Revolving Commitments, the Letter of Credit SublimitSublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Swing Line Letter of Credit Sublimit shall be in an aggregate amount unless otherwise specified by the Company. Any reduction of $1,000,000 or any whole multiple of $100,000 in excess thereof and (z) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect shall be applied to the Revolving Commitment of each Lender according to its Pro Rata Share. All fees accrued with respect thereto and to until the effective date of any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed termination of the Aggregate Revolving Commitments, (B) Commitments shall be paid on the Letter effective date of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimitsuch termination.

Optional Reductions. The Borrowers Company may, upon notice from the Borrower Representative to the Administrative Agent, (x) terminate the Aggregate Revolving A Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C ObligationsObligations and/or (y) terminate the Aggregate Revolving B Commitments, (ii) or from time to time permanently reduce the Letter of Credit Sublimit Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving B Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the and Dutch Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (E) the Dutch Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Dutch Swing Line Loans would exceed the Dutch Swing Line Sublimit or (F) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of all Revolving A Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit then in effect.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or or the Swing Line Sublimit Sublimit, or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving LoansCommitments, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C ObligationsSublimit, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce or the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line LoansSublimit; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 5 million or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 1 million in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit or the Alternative Currency Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) Sublimit or the Alternative Currency Sublimit ifSublimit, after giving effect thereto and to any concurrent prepayments hereunderrespectively, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (DC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Percentage of such reduction. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional Reductions. The Borrowers Company may, upon notice from the Borrower Representative to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or (ii) from time to time (i) permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, and (iiiii) from time to time permanently reduce the Letter of Credit Sublimit Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving B Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the and Foreign Swing Line Loans; provided that (xA) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yB) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (zC) the Borrowers Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C4) the Domestic Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit, (5) the Foreign Swing Line Loan Dollar Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Foreign Swing Line Loans denominated in Dollars would exceed the Foreign Swing Line Loan Dollar Sublimit, or (6) the Foreign Swing Line Loan Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Foreign Swing Line Loans denominated in Alternative Currencies Euros or Sterling would exceed the Foreign Swing Line Loan Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments or the Aggregate Delayed Draw Term Loan Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time permanently reduce (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, or (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C ObligationsAggregate Delayed Draw Term Loan Commitments; provided, that, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xA) any such notice shall be received by the Administrative Agent not later than 12:00 noon five p.m. (5noon) three (3) Business Days prior to the date of termination or reduction, (yB) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of Two Million Dollars ($5,000,000 2,000,000), or in any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (zC) the Borrowers Borrower shall not terminate or reduce (AI) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (BII) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (DIII) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such notice may state that it is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Reductions. The Borrowers Parent Borrower may, upon notice from the Borrower Representative to the Domestic Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent Agents not later than 12:00 noon five (5) Business Days prior to the date of termination or reductionreduction (provided, that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the Domestic Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Parent Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Domestic Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Sublimit., (D) the Canadian Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Canadian Swing Line Loans would exceed the Canadian Swing Line Sublimit or (E) the Canadian Borrower Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Canadian Outstandings would exceed the Canadian Borrower Sublimit. 

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Domestic Revolving Commitments and/or the Aggregate Euro Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Domestic Revolving Commitments and/or the Aggregate Euro Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings plus the Alternative Currency Reserve would exceed the Maximum Permitted Revolving Outstandings, (B) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (BC) the Aggregate Euro Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Euro Revolving Outstandings would exceed the Aggregate Euro Revolving Commitments, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (DE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line SublimitSublimit and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Maximum Permitted Revolving Outstandings, such Sublimit shall be automatically reduced by the amount of such excess.

Optional Reductions. The Borrowers Parent Borrower may, upon notice from the Borrower Representative to the Domestic Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Domestic Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reductionreduction (provided, that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Parent Borrower (by notice to the Domestic Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Parent Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Domestic Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Sublimit., (D) the Canadian Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Canadian Swing Line Loans would exceed the Canadian Swing Line Sublimit or (E) the Canadian Borrower Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Canadian Outstandings would exceed the Canadian Borrower Sublimit. 

Optional Reductions. The Borrowers may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, Obligations and/or (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (x) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (y) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (z) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.

Optional Reductions. The Borrowers Company may, upon notice from the Borrower Representative to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or (ii) from time to time (i) permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C Obligations, Obligations or (iiiii) from time to time permanently reduce the Letter of Credit Sublimit Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line B Loans; provided that (xA) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yB) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (zC) the Borrowers Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D4) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (5) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit, (6) the Domestic Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit or (7) the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Foreign Swing Line Loans would exceed the Foreign Swing Line Loan Sublimit.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments or the Aggregate Delayed Draw Term Loan Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce (x) the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, Obligations or (iiy) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line LoansAggregate Delayed Draw Term Loan Commitments; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five three (53) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such notice may state that it is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Reductions. The Borrowers may, upon notice from the Borrower Representative to the Administrative applicable Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Letter of Credit Sublimit, Aggregate Domestic Revolving Commitments or the Alternative Currency Sublimit and/or the Swing Line Sublimit Aggregate Canadian Revolving Commitments or from time to time (iw) PRA may permanently reduce the Aggregate Domestic Revolving Commitments to an amount not less than the Outstanding Amount of Domestic Revolving Loans, Swing Line Loans and L/C Obligations, (iix) the Canadian Borrower may permanently reduce the Letter of Credit Sublimit Canadian Revolving Commitments to an amount not less than the Outstanding Amount of the L/C ObligationsCanadian Revolving Loans, (iiiy) [reserved] or (z) the Designated Borrower may permanently reduce the Alternative Currency Sublimit Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of the Designated Borrower Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative applicable Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (C) [reserved], (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (DE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, or (F) the Designated Borrower Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) any such notice of optional commitment termination or optional commitment reduction may be conditioned upon the happening or occurrence of a specified event, the proceeds of which are intended to be used to refinance such commitments, and thereafter revoked in the event that such specified event does not occur, or modified to extend the proposed termination or reduction date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the applicable Agent).

Optional Reductions. The Borrowers Company may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon 9:00 a.m. five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) if, after giving effect to any such partial reduction of the Aggregate Revolving Commitments, the Letter of Credit SublimitSublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Swing Line Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving #89182136v12 Commitments shall be in an aggregate amount applied to the Revolving Commitment of $1,000,000 or each Lender according to its Pro Rata Share. All fees accrued with respect thereto until the effective date of any whole multiple termination of $100,000 in excess thereof and (z) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, shall be paid on the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter effective date of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimitsuch termination.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C Obligations, Obligations and/or (ii) terminate the Aggregate Revolving B Commitments, or from time to time permanently reduce the Letter of Credit Sublimit Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line B Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five three (53) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (x) (A) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Available Aggregate Revolving A Commitments, (B) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (BC) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. A notice delivered by the Borrower pursuant to this Section 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate terminate, or permanently reduce, the Aggregate Tranche A Revolving Commitments, the Aggregate Tranche B Revolving Commitments or the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) if, after giving effect to any such partial reduction of the Aggregate Tranche B Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Tranche B Revolving Commitments, such sublimit shall be in an aggregate automatically reduced by the amount of $1,000,000 or any whole multiple of $100,000 in such excess thereof and (ziv) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Aggregate Tranche A Revolving Commitments, the Total Alternative Currency Sublimit exceeds the amount of the Aggregate Tranche A Revolving Outstandings would exceed Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche A Revolving Commitments, the Aggregate Tranche B Revolving Commitments or the Aggregate Revolving Commitments, (B) . Any reduction of the Letter of Credit Sublimit if, after giving effect theretoAggregate Tranche A Revolving Commitments, the Outstanding Amount Aggregate Tranche B Revolving Commitments or the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of L/C Obligations not fully Cash Collateralized hereunder would exceed each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the Letter effective date of Credit Sublimit, (C) any termination of the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunderAggregate Tranche A Revolving Commitments, the Outstanding Amount Aggregate Tranche B Revolving Commitments or the Aggregate Revolving Commitments shall be paid on the effective date of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimitsuch termination.

Optional Reductions. The Borrowers may, upon notice from the Borrower Representative to the Administrative applicable Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Letter of Credit Sublimit, Aggregate Domestic Revolving A Commitments or the Alternative Currency Sublimit and/or the Swing Line Sublimit Aggregate Canadian Revolving Commitments or from time to time (ix) PRA may permanently reduce the Aggregate Domestic Revolving A Commitments to an amount not less than the Outstanding Amount of Domestic Revolving A Loans, Swing Line Loans and L/C Obligations, (y) the Canadian Borrower may permanently reduce the Canadian Revolving Commitments to an amount not less than the Outstanding Amount of Canadian Revolving Loans, Swing Line Loans and L/C Obligations, or (iiz) the Designated Borrower may permanently reduce the Letter of Credit Sublimit Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Designated Borrower Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative applicable Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving A Outstandings would exceed the Aggregate Domestic Revolving A Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (BC) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, or (E) the Designated Borrower Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) any such notice of optional commitment termination or optional commitment reduction may be conditioned upon the happening or occurrence of a specified event, the proceeds of which are intended to be used to refinance such commitments, and thereafter revoked in the event that such specified event does not occur, or modified to extend the proposed termination or reduction date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the applicable Agent).

Optional Reductions. (i) The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving LoansCommitments, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than or the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line LoansSwingline Sublimit; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (Biv) the Borrower shall not terminate or reduce the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies the L/C Obligations would exceed the Alternative Currency Sublimit or Letter of Credit Sublimit, (Dv) the Swing Line Borrower shall not terminate or reduce the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Swingline Loans would exceed the Swing Line SublimitSwingline Sublimit and (vi) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (ii) The Borrower may, upon notice to the Administrative Agent, terminate the undrawn portion of the Term Loan Commitments, or from time to time permanently reduce the undrawn portion of the Term Loan Commitments; provided that (A) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction and (B) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. Notwithstanding anything to the contrary contained herein, any notice of termination or reduction may be revocable (or conditional or extendable) in the event of a termination or reduction in connection with a transaction in the event that such transaction does not close.

Optional Reductions. The Borrowers Company may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit U.S. Term Loan Commitments and/or the Swing Line Sublimit Dutch Term Loan Commitments, or from time to time (i) permanently reduce the Aggregate Revolving Commitments, the U.S. Term Loan Commitments to an amount not less than and/or the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line LoansDutch Term Loan Commitments; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, after giving effect theretosuch sublimit shall be automatically reduced by the amount of such excess. Each notice delivered by the Company pursuant to this Section that is contingent upon the closing of a refinancing or other specified transaction may state that such notice is conditional, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments, the Outstanding Amount U.S. Term Loan Commitments or the Dutch Term Loan Commitments. The amount of L/C Obligations any such Aggregate Revolving Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Letter of Credit SublimitSublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage, (C) any reduction of the Alternative Currency Sublimit if, after giving effect U.S. Term Loan Commitments shall be applied to the U.S. Term Loan Commitment of each Lender according to its Applicable Percentage and any reduction of the Dutch Term Loan Commitments shall be applied to the Dutch Term Loan Commitment of each Lender according to its Applicable Percentage. All fees accrued with respect thereto and to until the effective date of any concurrent prepayments hereundertermination of all or any portion of the Aggregate Revolving Commitments, the Outstanding Amount U.S. Term Loan Commitments and/or the Dutch Term Loan Commitments, shall be paid on the effective date of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimitsuch termination.

Optional Reductions. The Borrowers Company may, upon notice from the Borrower Representative to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, the Letter of Credit SublimitAggregate Revolving B Commitments, the Alternative Currency Sublimit Aggregate Revolving C Commitments and/or the Swing Line Sublimit or Aggregate Revolving D Commitments, (ii) from time to time (i) permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, (iiiii) from time to time permanently reduce the Letter of Credit Sublimit Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of the L/C ObligationsRevolving B Loans and Foreign Swing Line Loans, (iiiiv) from time to time permanently reduce the Alternative Currency Sublimit Aggregate Revolving C Commitments to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or C Loans, or (ivv) from time to time permanently reduce the Swing Line Sublimit Aggregate Revolving D Commitments to an amount not less than the Outstanding Amount of the Swing Line Revolving D Loans; provided that (xA) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yB) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (zC) the Borrowers Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Aggregate Revolving C Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving C Outstandings would exceed the Aggregate Revolving C Commitments, (4) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D5) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (6) the Domestic Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit, (7) the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Foreign Swing Line Loans would exceed the Foreign Swing Line Loan Sublimit, or (8) the Aggregate Revolving D Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving D Outstandings would exceed the Aggregate Revolving D Commitments.

Optional Reductions. The Borrowers Parent Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided, that, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five three (53) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Parent Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (D) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, hereunder the Outstanding Amount of Revolving Loans and L/C Obligations denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (DE) the Swing Line Foreign Borrower Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, hereunder the Outstanding Amount of Swing Line Loans and L/C Obligations in favor of the Foreign Borrowers would exceed the Swing Line Foreign Borrower Sublimit., (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Foreign Borrower Sublimit, the Letter of Credit 64 CHAR1\1732710v2

Optional Reductions. The Borrowers mayBorrowers, or any Borrower individually, shall have the right, at any time during the Availability Period, upon at least three (3) Business Days’ prior notice from the Borrower Representative to the Administrative Agent, to terminate in whole or, upon same day notice, from time to time to permanently reduce, (i) ratably in part, the unused portion of the Aggregate Revolving Commitments, or (ii) the Letter Borrower Sublimit of Credit Sublimitsuch Borrower, without ratably reducing the Alternative Currency Sublimit and/or unused portion of the Aggregate Revolving Commitments; provided, that, (A) each partial reduction shall be in a minimum aggregate amount of Five Million Dollars ($5,000,000), or, if greater, in an integral multiple of One Million Dollars ($1,000,000) in excess thereof, with each such notice of termination or reduction being irrevocable, and (B) if, after giving effect to any such reduction, the Swing Line Sublimit or from time to time (i) permanently reduce any Borrower Sublimit exceeds the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (x) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (y) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (z) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) such sublimit shall be automatically reduced by the Letter amount of Credit Sublimit if, after giving effect thereto, such excess. Any Aggregate Revolving Commitment reduced or terminated pursuant to this Section 2.05 may not be reinstated. Notwithstanding anything to the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed contrary in the Letter of Credit Sublimitforegoing or otherwise in this Agreement or any other Loan Document, (CI) in the Alternative Currency Sublimit ifevent that any Borrower other than Eversource, after giving effect thereto at any time during the Availability Period, (x) terminates its right to obtain Revolving Loans, and (y) has otherwise repaid all of its Obligations, then such Borrower (other than Eversource) shall no longer be, or be deemed to any concurrent prepayments be, a “Borrower” hereunder, and (II) upon consummation of the Outstanding Amount AWC-CT Disposition and upon release of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit AWC-CT as a Borrower pursuant to Section 10.12, AWC-CT shall no longer be, or (D) the Swing Line Sublimit ifdeemed to be, after giving effect thereto and to any concurrent prepayments a “Borrower” hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.

Optional Reductions. The Borrowers may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof and (ziii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Subject to satisfaction of the foregoing notice requirements, the anticipated date of termination of the Aggregate Revolving Commitments set forth in any such notice of termination may be conditioned upon the substantially simultaneous effectiveness of loan documentation governing a credit facility that refinances the credit facilities provided hereunder.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five three (53) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Available Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. A notice delivered by the Borrower pursuant to this Section 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Reductions. The Borrowers may, upon notice from the Borrower Representative to the Administrative applicable Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Letter of Credit SublimitAggregate Domestic Revolving Commitments, the Alternative Aggregate Multi Currency Sublimit and/or Revolving Commitments or the Swing Line Sublimit Aggregate Canadian Revolving Commitments or from time to time (iw) PRA may permanently reduce the Aggregate Domestic Revolving Commitments to an amount not less than the Outstanding Amount of Domestic Revolving Loans, Swing Line Loans and L/C Obligations, (iix) the Canadian Borrower may permanently reduce the Letter of Credit Sublimit Canadian Revolving Commitments to an amount not less than the Outstanding Amount of the L/C ObligationsCanadian Revolving Loans, (iiiy) PRA may permanently reduce the Alternative Multi Currency Sublimit Revolving Commitments to an amount not less than the Outstanding Amount of the Multi Currency Revolving Loans denominated in Alternative Currencies and/or or (ivz) the Designated Borrower may permanently reduce the Swing Line Sublimit Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of the Swing Line Designated Borrower Revolving Loans; provided that (xi) any such notice shall be received by the Administrative applicable Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (C) the Aggregate Multi Currency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multi Currency Revolving Outstandings would exceed the Aggregate Multi Currency Revolving Commitments, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (DE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, or (F) the Designated Borrower Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) any such notice of optional commitment termination or optional commitment reduction may be conditioned upon the happening or occurrence of a specified event, the proceeds of which are intended to be used to refinance such commitments, and thereafter revoked in the event that such specified event does not occur, or modified to extend the proposed termination or reduction date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the applicable Agent).

Optional Reductions. The Borrowers Company may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving A Commitments, the Letter of Credit SublimitAggregate Revolving B Commitments, the Alternative Currency Sublimit Term A-1 Loan Commitments and/or the Swing Line Sublimit Term A-2 Loan Commitments or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loanssuch Commitments; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) any such partial reduction notice may be conditioned on the effectiveness of the Letter of Credit Sublimit, the Alternative Currency Sublimit other financing arrangements or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 one or any whole multiple of $100,000 in excess thereof and (z) the Borrowers more other transactions. The Company shall not terminate or reduce (A) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B) . The Company shall not terminate or reduce the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of the Revolving B Loans denominated in Alternative Currencies would exceed the Aggregate Revolving B Commitments. If, after giving effect to any reduction of the Aggregate Revolving A Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit, the Designated Borrower Sublimit or (D) the Swing Line Sublimit ifexceeds the amount of the Aggregate Revolving A Commitments, after giving effect such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of Commitments. Any reduction of Commitments shall be applied to the applicable Commitment of each Lender of the applicable Class according to its Applicable Percentage. All fees accrued with respect thereto and to until the effective date of any concurrent prepayments hereunder, termination of the Outstanding Amount Commitments shall be paid on the effective date of Swing Line Loans would exceed the Swing Line Sublimitsuch termination.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line LoansCommitments; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five three (53) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof and thereof, (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit ifexceeds the amount of the Aggregate Revolving Commitments, after giving effect thereto and such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder, termination of the Outstanding Amount Aggregate Revolving Commitments shall be paid on the effective date of Swing Line Loans would exceed the Swing Line Sublimitsuch termination.

Optional Reductions. The Borrowers may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Letter of Credit Sublimit, Aggregate Domestic Revolving A Commitments or the Alternative Aggregate Multi Currency Sublimit and/or the Swing Line Sublimit Revolving B Commitments or from time to time (ix) PRA may permanently reduce the Aggregate Domestic Revolving A Commitments to an amount not less than the Outstanding Amount of Domestic Revolving A Loans, (y) PRA may permanently reduce the Multi Currency Revolving B Commitments to an amount not less than the Outstanding Amount of Multi Currency Revolving B Loans or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving A Outstandings would exceed the Aggregate Domestic Revolving A Commitments, (B) the Aggregate Multi Currency Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multi Currency Revolving B Outstandings would exceed the Aggregate Multi Currency Revolving B Commitments, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, or (E) the Designated Borrower Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments.

Optional Reductions. The Borrowers Company may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments and/or the Aggregate 364-Day Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (ia) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, Obligations and/or (iib) permanently reduce the Letter of Credit Sublimit Aggregate 364-Day Commitments to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line 364-Day Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) if, after giving effect to any such partial reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit SublimitSublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments or the Aggregate 364-Day Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Swing Line Letter of Credit Sublimit shall be in an aggregate amount unless otherwise specified by the Company. Any reduction of $1,000,000 or any whole multiple of $100,000 in excess thereof and (z) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments ifor the Aggregate 364-Day Commitments, after giving effect as applicable, shall be applied to the Revolving Commitment or the 364-Day Commitment, as applicable, of each Lender according to its Pro Rata Share. All fees accrued with respect thereto and to until the effective date of any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed termination of the Aggregate Revolving Commitments or the Aggregate 364-Day Commitments, (B) as applicable, shall be paid on the Letter effective date of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimitsuch termination.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five three (53) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a)(i) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrowers may, upon notice from the Borrower Representative to the Administrative applicable Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Letter of Credit Sublimit, Aggregate Domestic Revolving Commitments or the Alternative Currency Sublimit and/or the Swing Line Sublimit Aggregate Canadian Revolving Commitments or from time to time (iw) PRA may permanently reduce the Aggregate Domestic Revolving Commitments to an amount not less than the Outstanding Amount of Domestic Revolving Loans, Swing Line Loans and L/C Obligations, (iix) the Canadian Borrower may permanently reduce the Letter of Credit Sublimit Canadian Revolving Commitments to an amount not less than the Outstanding Amount of the L/C ObligationsCanadian Revolving Loans, (iiiy) [reserved] or (z) the Designated Borrower may permanently reduce the Alternative Currency Sublimit Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of the Designated Borrower Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative applicable Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (C) [reserved], (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (DE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, or (F) the Designated Borrower Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower 13598911v3 Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) any such notice of optional commitment termination or optional commitment reduction may be conditioned upon the happening or occurrence of a specified event, the proceeds of which are intended to be used to refinance such commitments, and thereafter revoked in the event that such specified event does not occur, or modified to extend the proposed termination or reduction date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the applicable Agent).

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or or the Swing Line Sublimit Sublimit, or from time to time (i) permanently reduce the Aggregate Revolving Commitments (to an amount not less than the Outstanding Amount of Revolving LoansTotal Outstandings), Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce or the Swing Line Sublimit to an amount not less than Sublimit; provided, that, unless otherwise agreed by the Outstanding Amount of the Swing Line Loans; provided that Administrative Agent in its reasonable discretion, (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any notice provided pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Reductions. The Borrowers McAfee may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line LoansCommitments; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers McAfee shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit ifexceeds the amount of the Aggregate Revolving Commitments, after giving effect thereto, such sublimit shall be automatically reduced by the Outstanding Amount amount of L/C Obligations such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Letter of Credit Sublimit, (C) Sublimit unless otherwise specified by McAfee. Any reduction of the Alternative Currency Sublimit if, after giving effect Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued with respect thereto and to until the effective date of any concurrent prepayments hereunder, termination of the Outstanding Amount Aggregate Revolving Commitments shall be paid on the effective date of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimitsuch termination.

Optional Reductions. The Borrowers Company may, upon notice from the Borrower Representative to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit Aggregate Revolving B Commitments and/or the Swing Line Sublimit or Aggregate Revolving C Commitments, (ii) from time to time (i) permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, (iiiii) from time to time permanently reduce the Letter of Credit Sublimit Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of the L/C ObligationsRevolving B Loans and Foreign Swing Line Loans, or (iiiiv) from time to time permanently reduce the Alternative Currency Sublimit Aggregate Revolving C Commitments to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line C Loans; provided that (xA) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yB) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (zC) the Borrowers Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Aggregate Revolving C Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving C Outstandings would exceed the Aggregate Revolving C Commitments, (4) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D5) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (6) the Domestic Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit or (7) the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Foreign Swing Line Loans would exceed the Foreign Swing Line Loan Sublimit.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C Obligations, Obligations and/or (ii) terminate the Aggregate Revolving B Commitments, or from time to time permanently reduce the Letter of Credit Sublimit Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line B Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five three (53) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (x) (A) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Available Aggregate Revolving A Commitments, (B) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (BC) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (DCD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. A notice delivered by the Borrower pursuant to this Section 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Reductions. The Borrowers may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Letter of Credit Sublimit, Aggregate Domestic Revolving Commitments or the Alternative Currency Sublimit and/or the Swing Line Sublimit Aggregate Canadian Revolving Commitments or from time to time (iw) PRA may permanently reduce the Aggregate Domestic Revolving Commitments to an amount not less than the Outstanding Amount of Domestic Revolving Loans, Swing Line Loans and L/C Obligations, (iix) the Canadian Borrower may permanently reduce the Letter of Credit Sublimit Canadian Revolving Commitments to an amount not less than the Outstanding Amount of the L/C ObligationsCanadian Revolving Loans, (iiiy) [reserved] or (z) the Designated Borrower may permanently reduce the Alternative Currency Sublimit Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of the Designated Borrower Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (C) [reserved], (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (DE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, or (F) the Designated Borrower Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) any such notice of optional commitment termination or optional commitment reduction may be conditioned upon the happening or occurrence of a specified event, the proceeds of which are intended to be used to refinance such commitments, and thereafter revoked in the event that such specified event does not occur, or modified to extend the proposed termination or reduction date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the Administrative Agent).

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line LoansCommitments; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) three Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 3 million or any whole multiple of $1,000,000 250 thousand in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings Obligations would exceed the Aggregate Revolving Commitments, and (Biv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit ifexceeds the amount of the Aggregate Revolving Commitments, after giving effect such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according to its Revolving Commitment Percentage thereof. All fees accrued with respect thereto and to until the effective date of any concurrent prepayments hereunder, termination of the Outstanding Amount Aggregate Revolving Commitments shall be paid on the effective date of Swing Line Loans would exceed the Swing Line Sublimitsuch termination.

Optional Reductions. The Borrowers Company may, upon notice from the Borrower Representative to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, the Letter of Credit SublimitAggregate Revolving B Commitments, the Alternative Currency Sublimit Aggregate Revolving C Commitments and/or the Swing Line Sublimit or Aggregate Revolving D Commitments, (ii) from time to time (i) permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, (iiiii) from time to time permanently reduce the Letter of Credit Sublimit Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of the L/C ObligationsRevolving B Loans and Foreign Swing Line Loans, (iiiiv) from time to time permanently reduce the Alternative Currency Sublimit Aggregate Revolving C Commitments to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or C Loans, or (ivv) from time to time permanently reduce the Swing Line Sublimit Aggregate Revolving D Commitments to an amount not less than the Outstanding Amount of the Swing Line Revolving D Loans; provided that (xA) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yB) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (zC) the Borrowers Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent lxxxviii CHAR1\1792192v4 prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (B3) the Aggregate Revolving C Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving C Outstandings would exceed the Aggregate Revolving C Commitments, (4) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D5) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (6) the Domestic Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit, (7) the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Foreign Swing Line Loans would exceed the Foreign Swing Line Loan Sublimit, or (8) the Aggregate Revolving D Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving D Outstandings would exceed the Aggregate Revolving D Commitments.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or or the Swing Line Sublimit Sublimit, or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving LoansCommitments, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce or the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line LoansSublimit; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 5 million or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 1 million in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (DC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Percentage of such reduction. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon five three (53) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. A notice delivered by the Borrower pursuant to this Section 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Reductions. The Borrowers mayBorrower shall have the right, upon notice from at all times and without the Borrower Representative payment of a premium, to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated Commitments permanently in Alternative Currencies and/or whole or in part by giving NCB-Agent notice (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (x) any such notice shall be received by the Administrative Agent given not later than 12:00 noon five (5of the Banking Day next preceding the effective date of the reduction and either to be given in writing or to be promptly confirmed in writing) Business Days prior of the aggregate amount by which the Revolving Commitments are to be reduced and the effective date of any such reduction, subject, however to the date following: (a) No such reduction shall reduce any Bank's Revolving Commitment to a lesser amount than the sum of (1) the aggregate unpaid principal balance of termination or reduction, that Bank's Revolving Loans comprised of LIBOR Loans outstanding at that time PLUS (y2) the aggregate unpaid principal balance of any of that Bank's Revolving Loans comprised of LIBOR Loans to be obtained pursuant to any unfulfilled Credit Request under subsection 2C.02 PLUS (3) the aggregate undrawn balance of the Subject LCs then outstanding. (b) Each such partial reduction of the Aggregate Revolving Commitments shall be aggregate One Million Dollars ($1,000,000) or any multiple thereof. (c) Concurrently with each reduction Borrower shall make a principal payment on each Bank's Revolving Loans then outstanding in an a principal amount equal to the excess of (1) the sum of the aggregate outstanding principal balance of the Revolving Loans PLUS the aggregate undrawn balance of the Subject LCs then outstanding, over (2) the aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (z) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto as so reduced. Subsection 2D.08 and section 6C shall apply to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimiteach such prepayment.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments or the Aggregate Delayed Draw Term Loan Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce (xi) the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, or (iiyii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C ObligationsAggregate Delayed Draw Term Loan Commitments; provided, that, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (xiA) any such notice shall be received by the Administrative Agent not later than 12:00 noon five p.m. (5noon) three (3) Business Days prior to the date of termination or reduction, (yiiB) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of Two Million Dollars ($5,000,000 2,000,000), or in any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziiiC) the Borrowers Borrower shall not terminate or reduce (AAI) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (BBII) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (DCIII) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such notice may state that it is conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional Reductions. The Borrowers Company may, upon notice from the Borrower Representative to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or (ii) from time to time (i) permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, and (iiiii) from time to time permanently reduce the Letter of Credit Sublimit Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving B Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the and Foreign Swing Line Loans; provided that (xA) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (yB) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (zC) the Borrowers Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C4) the Alternative Currency Domestic Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Domestic Swing Line Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit Domestic Swing Line Loan Sublimit, or (D5) the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Foreign Swing Line Loans would exceed the Foreign Swing Line Loan Sublimit.

Optional Reductions. The Borrowers Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving CommitmentsCommitments or the L/C Sublimit, as applicable, or from time to time permanently reduce the Aggregate Revolving Commitments or the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loansas applicable; provided that (xi) any such notice shall be received by the Administrative Agent not later than 12:00 noon 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (yii) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimitthereof, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (ziii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings Outstandings, as applicable, would exceed the Aggregate Revolving Commitments, Commitments and (Biv) the Letter of Credit Sublimit ifBorrower shall not terminate or reduce the L/C Sublimit, if after giving effect theretothereto and to any concurrent prepayments hereunder, the Outstanding Amount of aggregate outstanding L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter L/C Sublimit. The Administrative Agent will promptly notify the Lenders of Credit any such notice of termination or reduction of the Aggregate Revolving Commitments or L/C Sublimit, (C) . Any reduction of the Alternative Currency Sublimit if, after giving effect thereto and Aggregate Revolving Commitments shall be applied to any concurrent prepayments hereunderthe Revolving Commitment of each Lender according to its Applicable Percentage. Once reduced in accordance with this Section 2.06(a), the Outstanding Amount Revolving Commitments and L/C Sublimit may not be increased, as applicable. All fees accrued until the effective date of any termination of the Aggregate Revolving Loans denominated in Alternative Currencies would Commitments shall be paid on the effective date of such termination. At no time shall the L/C Sublimit exceed the Alternative Currency Revolving Commitments of the Lenders and any reduction of the Revolving Commitments of the Lenders shall result in an automatic corresponding reduction of the L/C Sublimit or (D) without any action on the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunderpart of the Administrative Agent, the Outstanding Amount of Swing Line Loans would exceed the Swing Line SublimitL/C Intermediary or any other Lender.