Pro Rata Reduction. The Borrower shall have the right at any time and from time to time upon five (5) Business Days' prior written notice to the Agent to reduce permanently, in a minimum amount of $5,000,000 of principal and whole multiples of $500,000 for any amount over $5,000,000, or terminate the Commitments based first on the Revolving Credit Ratable Shares of the Banks until such Revolving Credit Ratable Shares have been reduced to zero and then based on the Ratable Shares of the Banks without penalty or premium, except as hereinafter set forth, provided that any such reduction or termination shall be accompanied by (a) the payment in full of any Commitment Fee then accrued on the amount of such reduction or termination and (b) prepayment first of the Revolving Credit Loans and then of the Term Loans, together with the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Sections 4.04 and 4.06 hereof), to the extent that the aggregate amount thereof then outstanding plus the outstanding face amount of Letters of Credit and obligations under Escrow Agreements exceeds the Commitments as so reduced or terminated. From the effective date of any such reduction or termination the obligations of Borrower to pay the Commitment Fee pursuant to Section 2.03 shall correspondingly be reduced or cease.
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Pro Rata Reduction. The Borrower shall have the right at any time and from time to time upon five (5) Business Days' prior written notice to the Agent to reduce permanently, in a minimum amount of $5,000,000 of principal and whole multiples of $500,000 for any amount over $5,000,000, or terminate the Facility A Commitments based first on the Revolving Credit Ratable Shares of the Facility A Banks until such Revolving Credit Ratable Shares have been reduced to zero and then based on the Facility A Ratable Shares of the Facility A Banks without penalty or premium, except as hereinafter set forth, provided that any such reduction or termination shall be accompanied by (a) the payment in full of any Facility A Commitment Fee then accrued on the amount of such reduction or termination and (b) prepayment first of the Revolving Credit Loans and then of the Facility A Term Loans, together with the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Sections 4.04 and 4.06 hereof), to the extent that the aggregate amount thereof then outstanding plus the outstanding face amount of Letters of Credit and obligations under Escrow Agreements exceeds the Facility A Commitments as so reduced or terminated. From the effective date of any such reduction or termination the obligations of Borrower to pay the Facility A Commitment Fee pursuant to Section 2.03 shall correspondingly be reduced or cease.
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