Common use of Reduction of Commitments Clause in Contracts

Reduction of Commitments. (a) The Revolving Credit Commitment shall permanently reduce (i) to the extent directed by the Borrower pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the right at any time to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments upon at least thirty (30) days’ prior written notice to the Administrative Agent; provided that Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of $5,000,000 or an integral multiple $1,000,000 in excess thereof. Upon any such reduction, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrower. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d).

Reduction of Commitments. (a) The Revolving Credit Commitment shall permanently reduce (i) to the extent directed by the Borrower pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the right right, upon at any least three Business Days’ irrevocable notice to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce ratably in part the amount unused portion of the Revolving Credit Commitments upon at least thirty (30) days’ prior written notice to the Administrative AgentCommitments; provided that Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a each partial reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an the aggregate amount of $5,000,000 or an 10,000,000 and in integral multiple multiples of $1,000,000 in excess thereof. Upon any Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such reductionRevolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrower shall simultaneously prepay any outstanding reduce the Revolving Loans (without premium except for the payment of any charges incurred pursuant Outstanding Amount such that after giving effect to Section 9.4(d)) such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary so that by first prepaying the aggregate Revolving Advances outstanding principal at such time, and second depositing in the Cash Collateral Account an amount of the Revolving Loans does not exceed the amount cash equal to 100% of the Revolving remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit Commitment as they occur. If after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Commitment Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may not be, shall be reinstated if it is automatically reduced or if this Agreement is terminated by the Borroweramount of such excess. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d).

Reduction of Commitments. (a) The During the Revolving Credit Commitment shall permanently reduce Period, the U.S. Borrowers jointly or the Canadian Borrower may, upon at least three Business Days’ notice to the Administrative Agent, (i) to terminate the extent directed by Commitments of the Borrower pursuant to Section 2.11(b)related Class in either case in their entirety at any time, and if there are no Outstandings for such Class at such time or (ii) ratably reduce from time to Zero Dollars ($0time by an Approved Amount, the aggregate amount of the Commitments of the related Class in excess of the Total Outstanding Amount for such Class. Each reduction of the Commitments pursuant to this Section 4.08(a) on the Commitment Termination Dateshall be permanent. (b) The Borrower In addition, the Commitments shall have be reduced upon the right at incurrence by the Parent Guarantor or any time of its Subsidiaries of Excess Secured Debt (other than Excess Secured Debt arising out of the refinancing, extension, renewal or refunding of other Excess Secured Debt, except to terminate in whole the Revolving Credit Commitments extent, and this Agreementonly to the extent, or from time to time, irrevocably to reduce in part that the outstanding principal amount of such other Excess Secured Debt is increased), in an amount equal to the Revolving Credit Commitments cash proceeds of such Excess Secured Debt, net of the reasonable expenses of the Parent Guarantor or such Subsidiary in connection with such incurrence. (c) The reduction required by subsection (b) of this Section 4.08 shall be effective on the date of receipt by the Parent Guarantor or any of its Subsidiaries of the amounts described therein; provided that, in the event such amounts shall aggregate less than $10,000,000, such reduction shall be effective forthwith upon receipt by the Parent Guarantor or any of its Subsidiaries of proceeds which, together with all other amounts described in subsection (b) above not previously applied pursuant to subsection (b) of this Section 4.08, aggregate $10,000,000 or more. The Borrowers shall give the Administrative Agent at least thirty four Business Days’ notice of each reduction in the Commitments pursuant to subsection (30b) days’ prior written notice of this Section 4.08 and a certificate of a Principal Officer of the Parent Guarantor, setting forth the information, in form and substance satisfactory to the Administrative Agent; provided that Borrower must demonstrate , necessary to determine the reasonable satisfaction amount of the Administrative Agent that immediately before and after giving effect to a each such reduction. Each reduction of the Revolving Credit Commitments under this pursuant to Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice 4.08(b) shall be irrevocable on applied ratably to the part respective Commitments of the Borrower Lenders and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, be permanent. (d) Subject in the case of any reductionEuro-Currency Loans to Section 4.12 and in the case of any Bankers’ Acceptances to Section 3.02, on each date on which a reduction required by subsection (b) becomes effective, each Borrower shall, in such proportion as the amount thereof Borrowers have jointly determined or in the absence of any such determination as shall be in an amount of $5,000,000 determined by the Administrative Agent, repay or an integral multiple $1,000,000 in excess thereof. Upon any prepay such reduction, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Loans outstanding Loans, if any, as may be necessary so that after such payment or prepayment, (i) the Total Outstanding Amount of each Class does not exceed the amount aggregate Commitments of the Revolving Credit Commitment such Class after giving effect to any partial such reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrower. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, Commitments and (ii) the U.S. Committed Outstandings for each U.S. Lender does not exceed the U.S. Commitment of such Lender as then reduced. The particular Loans to be repaid shall be as designated by the Borrowers in the related Notice or Notices of Borrowing; provided that if there shall have been a mandatory reduction of the Commitments pursuant to subsection (b) of this Section 4.08 at a time such that, and with the result that, this subsection (d) would otherwise require payment of any principal of Fixed Rate Loans or portions thereof prior to the last day of the related Interest Period, such payment shall be deferred to such last day unless the Required Lenders otherwise elect by notice to the Borrowers through the Administrative Agent (and the facility fee provided for in Section 4.05(a) shall continue to accrue on the amount of such deferred payment until such payment is made). Each repayment or prepayment charges incurred pursuant to Section 9.4(d)this subsection (d) shall be made together with accrued interest to the date of payment or prepayment, and shall be applied ratably to payment of the Loans of the several Lenders in the included in the related Group.

Reduction of Commitments. (a) The Revolving Credit Commitment shall permanently reduce (i) to the extent directed by the Borrower pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the right at any time to terminate in whole the Revolving Credit Commitments and this Agreementright, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments upon at least thirty (30) not less than 30 days’ prior written ' notice to the Administrative AgentAgent and the Issuing Bank and without premium or penalty (other than as may arise pursuant to Section 4.11), from time to time to permanently reduce on a pro rata basis the Commitments and the Stated Amount of the Letter of Credit in part by an aggregate minimum amount of US$10,000,000 or any integral multiple of US$5,000,000 in excess thereof; provided provided, however, that Borrower must demonstrate no reduction of the Commitments shall be permitted if, after giving effect thereto, the Commitments would be less than $50,000,000; provided, further, however, that no reduction of the Commitments shall be permitted if, after giving effect thereto and to any repayment or prepayment of Loans to be made on the effective date thereof with funds other than the proceeds of CP Notes to be issued on such date, the aggregate Outstanding Extensions of Credit would exceed the Commitments as so reduced and determined on such date. Notwithstanding the foregoing sentence to the reasonable satisfaction contrary, the $50,000,000 limitation and the 30 days' notice requirement, which are contained in the foregoing sentence, shall not apply to any reduction of Commitments being made in connection with an extension of the Stated Termination Date or the refunding of the Obligations pursuant to documentation satisfactory to the Issuing Bank and the Administrative Agent. Any reduction of the Commitments shall be irrevocable. Promptly upon the receipt by the Administrative Agent of such notice, the Administrative Agent shall notify the Banks of such reduction. Promptly upon receipt by the Issuing Bank, the Issuing Bank shall notify the Depositary (with a copy to the Administrative Agent, the Rating Agencies and the Dealers) by notice substantially in the form of Annex C to the Letter of Credit. If the Commitments shall be reduced, all Fees, accrued but unpaid in respect of that portion of the Commitments by which the Commitments have been reduced, shall be immediately before due and after giving effect to a payable. Any reduction of the Revolving Credit Commitments under pursuant to this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice 4.1 shall be irrevocable effective on the part later to occur of: (a) the date on which the Outstanding Extensions of Credit do not exceed the Borrower aggregate Commitments (as so reduced) and shall specify (b) the effective date expiration of such reduction or termination, whether a termination or reduction is being made, and, in 30 day notice period. Outstanding CP Notes may not be redeemed prior to maturity with the case proceeds of any reduction, drawing under the amount thereof shall be in an amount Letter of $5,000,000 or an integral multiple $1,000,000 in excess thereofCredit. Upon any such reductionIn the event that the Commitments are reduced pursuant hereto, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment have no right to a refund of any charges incurred fees previously paid in connection with the Principal Documents, including, but not limited to, any refund of Letter of Credit Fees or Up-Front Fees. Any reduction of the Commitments pursuant to this Section 9.4(d)) to 4.1 shall cause the extent necessary so that the aggregate outstanding principal amount Stated Amount of the Revolving Loans does not exceed the amount Letter of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrowersame amount. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d).

Reduction of Commitments. (a) The Revolving Credit Commitment shall permanently reduce (i) on the Availability Termination Date to an amount equal to (x) the extent directed by Working Capital Commitment, PLUS (y) the Borrower pursuant to Section 2.11(b)amount of the aggregate outstanding principal amount of Acquisition Loans, and (ii) thereafter by the amount of each payment made or required to Zero Dollars be made pursuant to Section 3.05(c), ($0d) on the Commitment Termination Date(e), (f), (g) or (h) or Section 3.06. (b) The Borrower Company shall have the right at any time to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments Commitment upon at least thirty (30) 30 days’ ' prior written notice to the Administrative Agent; provided that Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower Company and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of Two Million Five Hundred Thousand Dollars ($5,000,000 2,500,000) or an integral multiple $1,000,000 in excess thereof. Upon any such reduction, the Borrower Company shall simultaneously prepay any outstanding Revolving Credit Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Credit Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s 's exercise of remedies under Section 8.28.01. In the event the Company exercises its rights under this paragraph to prepay the Revolving Credit Loans and terminate this Agreement or permanently reduce the Revolving Credit Commitment, the Company agrees that such prepayment shall be accompanied by (i) the payment by the Company to the Agent for the ratable account of the Lenders of all accrued and unpaid interest and, in the case of a termination of this Agreement, all fees and other remaining Obligations hereunder and (ii) if such reduction or prepayment shall occur prior to the first anniversary of the Closing Date, the payment of a fee to the Agent for the ratable account of the Lenders equal to 1.50% multiplied by the amount by which the Revolving Credit Commitments are permanently reduced by such exercise. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the BorrowerCompany. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d).

Reduction of Commitments. (a) The Company shall have the right, upon not less than three Business Days' notice to the Administrative Agent, from time to time, to reduce the amount of the Commitments provided that any such reduction shall be in an amount not less than $25,000,000 or a whole multiple of $1,000,000 in excess thereof; and provided further that no such reduction of the Commitments shall be permitted if, after giving effect to prepayments of Revolving Credit Commitment shall permanently reduce (i) to the extent directed by the Borrower Loans, replacements of Letters of Credit and deposits of cash collateral pursuant to Section 2.11(bsubsection 3.6(b), and (ii) the aggregate Extensions of Credit outstanding would exceed the aggregate Commitments, as so reduced, or the aggregate Letter of Credit Obligations outstanding would exceed 50% of the aggregate Commitments, as so reduced. Upon receipt of any notice pursuant to Zero Dollars ($0) on this subsection 3.6(a), the Commitment Termination DateAdministrative Agent shall promptly notify each Lender thereof. (b) The Borrower Any reduction of the Commitments pursuant to subsection 3.6(a) shall (i) reduce permanently the amount of the Commitments then in effect, (ii) be accompanied by (A) a prepayment of Revolving Credit Loans outstanding in an amount equal to the excess, if any, of the aggregate Extensions of Credit outstanding over the aggregate Commitments, as so reduced, and (B) a replacement of outstanding Letters of Credit such that after giving effect to such replacement, the aggregate Letter of Credit Obligations outstanding are less than or equal to 50% of the aggregate Commitments, as so reduced. To the extent that the aggregate Extensions of Credit exceed the aggregate Commitments, as reduced, after Revolving Credit Loans have been prepaid in accordance with the right immediately preceding sentence, the Company shall (i) replace outstanding Letters of Credit such that, after giving effect to such replacement, the aggregate Extensions of Credit are less than or equal to the aggregate Commitments, as reduced, and/or (ii) deposit in a cash collateral account with the Administrative Agent on terms and conditions satisfactory to the Administrative Agent and as cash collateral for the liability of the Issuing Lender (whether direct or contingent) under any Letter of Credit outstanding, an amount which shall be equal to the amount by which the aggregate Extensions of Credit exceed the aggregate Commitments, as reduced. Any amounts deposited in any cash collateral account may be withdrawn by the Administrative Agent at any time to terminate pay Obligations when due. The Administrative Agent shall use its best efforts to invest any amounts so deposited in whole United States Treasury bills or other Cash Equivalents designated by the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments upon at least thirty (30) days’ prior written notice to the Administrative AgentCompany; provided that Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect shall not be liable to the Company for failure to so invest or for any losses suffered as a reduction result of any such investment or withdrawal. The unused portion of any amounts deposited by the Revolving Credit Commitments under Company in any such cash collateral account pursuant to this Section 2.11(bsubsection 3.6(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice any earnings from investments of amounts on deposit therein, shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of $5,000,000 or an integral multiple $1,000,000 in excess thereof. Upon any such reduction, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) paid to the extent necessary Company after sufficient Letters of Credit have expired undrawn so that the aggregate outstanding principal amount Extensions of the Revolving Loans does not Credit shall no longer exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borroweraggregate Commitments as then reduced. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d).

Reduction of Commitments. The Borrowers shall have the right, at any time and from time to time after the Agreement Date and prior to the Maturity Date, upon at least ten (a10) The Business Days’ prior written notice (which such notice may be be conditioned upon the effectiveness of other credit facilities or another event) to the Revolving Credit Facility Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Commitment shall permanently reduce on a pro rata basis among the Lenders in accordance with their respective Commitment Ratios; provided, that (i) any such partial reduction be made in an amount not less than $1,000,000 and in integral multiples of $1,000,000 in excess thereof and (ii) the Revolving Loan Commitment may not be reduced to an amount below the then outstanding Letter of Credit Obligations unless in compliance with subsection (iii) below. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitment shall be permanently canceled or reduced to the extent directed by amount stated in the Borrower pursuant Administrative Borrower’s notice for all purposes herein, and the Borrowers shall (i) pay to Section 2.11(b)the Revolving Facility Administrative Agent for the account of the Lenders the amount necessary to repay in full the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans or reduce the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans then outstanding to not more than the amount of the Revolving Loan Commitment as so reduced, together with accrued unpaid interest on the amount so prepaid and the Unused Line Fee accrued through the date of the reduction with respect to the amount reduced, and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the right at any time to terminate in whole reimburse the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments upon at least thirty (30) days’ prior written notice to the Administrative Agent; provided that Borrower must demonstrate to the reasonable satisfaction of the Facility Administrative Agent that immediately before and after giving effect to a reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part Lenders for any Funding Loss or reasonable out-of-pocket expense incurred by any of the Borrower them in connection with such payment as set forth in Section 2.9 and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of $5,000,000 or an integral multiple $1,000,000 in excess thereof. Upon any such reduction, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrower. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (iiii) in the case of a prepayment in full and termination cancellation of this Agreementthe Revolving Loan Commitment, shall secure the payment by Letter of Credit Obligations through the Borrower delivery of cash collateral to the Administrative Agent for the ratable account Issuing Bank in an amount equal to one hundred five percent (105%) of the Lenders Letters of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d)Credit Obligations.

Reduction of Commitments. (a) The Revolving Credit Commitment Borrower at its option may at any time and from time to time upon at least three Domestic Business Days' notice to the Administrative Agent terminate in their entirety or reduce, in an aggregate amount of $10,000,000 or any larger multiple of $5,000,000, the unused Commitments (any such reduction to be applied ratably to the respective Commitments of all Banks). For this purpose, the Commitments shall permanently reduce (i) be deemed unused at any time to the extent directed by (and only to the extent) that the Borrower could at such time borrow Committed Loans without causing the Credits to exceed the aggregate Commitments at such time. Upon any termination or reduction of the Commitments pursuant to Section 2.11(b)this subsection (a) or subsection (b) below, and the Administrative Agent shall promptly notify each Bank of such termination or reduction. Each reduction of the Commitments pursuant to this subsection (iia) to Zero Dollars ($0) on the Commitment Termination Dateshall be permanent. (b) In addition, the Commitments shall be reduced upon the incurrence by the Parent Guarantor or any of its Subsidiaries of Excess Secured Debt (other than Excess Secured Debt arising out of the refinancing, extension, renewal or refunding of other Excess Secured Debt, except to the extent, and only to the extent, that the outstanding principal amount of such other Excess Secured Debt is increased), in an amount equal to the cash proceeds of such Excess Secured Debt, net of the reasonable expenses of the Parent Guarantor or such Subsidiary in connection with such incurrence. (c) The reduction required by subsection (b) of this Section 2.10 shall be effective on the date of receipt by the Parent Guarantor or any of its Subsidiaries of the amounts described therein; provided that, in the event such amounts shall aggregate less than $10,000,000, such reduction shall be effective forthwith upon receipt by the Parent Guarantor or any of its Subsidiaries of proceeds which, together with all other amounts described in subsection (b) above not previously applied pursuant to subsection (b) of this Section 2.10, aggregate $10,000,000 or more. The Borrower shall have give the right Administrative Agent at any time least four Euro-Dollar Business Days' notice of each reduction in the Commitments pursuant to terminate in whole the Revolving Credit Commitments subsection (b) of this Section 2.10 and this Agreement, or from time to time, irrevocably to reduce in part the amount a certificate of a Principal Officer of the Revolving Credit Commitments upon at least thirty (30) days’ prior written notice Parent Guarantor, setting forth the information, in form and substance satisfactory to the Administrative Agent; provided that Borrower must demonstrate , necessary to determine the amount of each such reduction. (d) Each reduction of the Commitments pursuant to subsection (b) of this Section 2.10 shall be applied ratably to the reasonable satisfaction respective Commitments of the Administrative Agent Banks. In addition, each reduction of the Commitments pursuant to subsection (b) of this Section 2.10 shall be permanent. (e) On each date on which a reduction required by subsection (b) becomes effective, the Borrower shall repay or prepay such principal amount of the outstanding Credits, if any, as may be necessary so that immediately before and after such payment or prepayment, (i) the unpaid principal amount of the Credits does not exceed the aggregate Commitments after giving effect to a such reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and (ii) the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of $5,000,000 or an integral multiple $1,000,000 in excess thereof. Upon any such reduction, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding unpaid principal amount of the Revolving Committed Loans of each Bank does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereofof such Bank as then reduced. The aforesaid prior notice requirement shall not apply particular Borrowings to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrower. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction repaid shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment as designated by the Borrower in the related Notice or Notices of Borrowing; provided that if there shall have been a mandatory reduction of the Commitments pursuant to subsection (b) of this Section 2.10 at a time such that, and with the result that, this subsection (e) would otherwise require payment of principal of Fixed Rate Loans or portions thereof prior to the last day of the related Interest Period, such payment shall be deferred to such last day unless the Required Banks otherwise elect by notice to the Borrower through the Administrative Agent (and the facility fee provided for in Section 2.09(a) shall continue to accrue on the ratable account amount of such deferred payment until such payment is made). Each repayment or prepayment pursuant to this subsection (e) shall be made together with accrued interest to the date of payment or prepayment, and shall be applied ratably to payment of the Lenders Credits of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d)several Banks in the related Borrowing.

Reduction of Commitments. (a) The Revolving Credit Commitment shall permanently reduce (i) to the extent directed by the Borrower pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the right at any time to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments time upon at least thirty five (305) days’ Business Days prior written notice to the Administrative Agent; provided that Borrower must demonstrate Agent to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof or to terminate entirely the Total Commitment in excess of the Revolving Exposure at such time, whereupon the Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this §2.3, the Administrative Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reductionreduction or termination, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrower. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower pay to the Administrative Agent for the ratable account respective accounts of such Lenders the full amount of any Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the Commitments may be reinstated. If the Total Commitment is terminated or reduced by the Borrower in whole or in part on or prior to the second anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent for the benefit of the Lenders an early termination fee in an amount calculated as follows: (a) if such termination or reduction is concluded on or prior to the first anniversary of the Closing Date, an amount equal to one percent (1%) of the Total Commitment immediately prior to such termination or in the case of a partial reduction, one percent (1%) of the amount of such reduction; (b) if such termination or reduction is concluded after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, an amount equal to one-half of one percent (0.5%) of the Total Commitment immediately prior to such termination or in the case of a partial reduction, one-half of one percent (0.5%) of the amount of such reduction; or (c) if such termination or reduction is concluded after the second anniversary of the Closing Date, the Borrower will not be required to pay an early termination fee. For greater clarity, the Borrower acknowledges and agrees that as a direct and proximate result of such termination under the aforesaid circumstances, the Lenders will suffer a loss in an amount which is difficult to calculate and determine with certainty and, therefore, as a result of the Borrower’s and each Lender’s reasonable endeavour to ascertain and agree in advance to the amount necessary to compensate the Lenders for said loss, the Borrower has agreed to pay the aforesaid early termination fees described in this §2.3 in the circumstances described. Notwithstanding the foregoing, no early termination fee shall be payable under this §2.3 due to the repayment or prepayment of the Revolving Loans and the termination of the Total Commitment if the Total Commitment is replaced with a similar commitment from the Administrative Agent or an Affiliate of the Administrative Agent in an amount equal to or greater than $50,000,000 (it being understood that neither the Administrative Agent nor any of its Affiliates shall be under any obligation to provide such commitment and that any such commitment shall be satisfactory to the Administrative Agent in all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(drespects).

Reduction of Commitments. (a) The Revolving Credit Commitment shall permanently reduce (i) to the extent directed by the Borrower pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the right right, upon at any least three Business Days' irrevocable notice to the Administrative Agent (or such later time as may be reasonable acceptable to the Administrative Agent), to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce ratably in part the amount unused portion of the Revolving Credit Commitments upon at least thirty (30) days’ prior written notice to the Administrative AgentCommitments; provided that Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a each partial reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an the aggregate amount of $5,000,000 or an 10,000,000 and in integral multiple multiples of $1,000,000 in excess thereof. Upon any Any reduction or termination of the Revolving Commitments pursuant to this Section shall be permanent, with no obligation of the Revolving Lenders to reinstate such reductionRevolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments, as so reduced. To the extent that a Revolving Commitment reduction would result in the Revolving Outstanding Amount exceeding the aggregate Revolving Commitments, the Borrower shall simultaneously prepay any outstanding reduce the Revolving Loans (without premium except for the payment of any charges incurred pursuant Outstanding Amount such that after giving effect to Section 9.4(d)) such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary so that by first prepaying the aggregate Revolving Advances outstanding principal at such time, and second depositing in the Cash Collateral Account an amount of the Revolving Loans does not exceed the amount cash equal to 100% of the Revolving remaining excess to be held by the Administrative Agent as collateral and applied to satisfy drawings under Letters of Credit Commitment as they occur. If after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Commitments under this Section, either the Aggregate Letter of Credit Commitment Sublimit or the Swingline Sublimit exceeds the aggregate Revolving Commitments as so reduced, the Aggregate Letter of Credit Sublimit, the Swingline Sublimit or both, as the case may not be, shall be reinstated if it is automatically reduced or if this Agreement is terminated by the Borroweramount of such excess. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d).

Reduction of Commitments. (a) The Revolving Credit Commitment shall permanently reduce (i) to the extent directed by the Borrower pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the right at any time right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate in whole the Revolving Credit L/C Commitments and this Agreementor the Swingline Commitments or, or from time to time, irrevocably to reduce in part the amount of the L/C Commitments or the Swingline Commitments. (ii) The Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Tranche A Revolving Commitments or, from time to time, to reduce the amount of the Tranche A Revolving Commitments; provided that (except as otherwise expressly provided herein) no such termination or reduction of Tranche A Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Tranche A Revolving Loans made on the effective date thereof, the total Tranche A Revolving Extensions of Credit would exceed the total Tranche A Revolving Commitments. (iii) The Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Tranche B Revolving Commitments or, from time to time, to reduce the amount of the Tranche B Revolving Commitments; provided that no such termination or reduction of Tranche B Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Tranche B Revolving Loans made on the effective date thereof, (A) the aggregate Tranche A Revolving Extension of Credit is greater than zero or any Tranche A Revolving Commitments remain outstanding; or (B) the total Tranche B Revolving Extensions of Credit would exceed the total Tranche B Revolving Commitments. |US-DOCS\115543490.9|| (iv) Except with respect to terminations or reductions of Tranche A Revolving Commitments and Tranche B Revolving Commitments which shall be subject to clauses (i) and (ii) above, the Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments of any Tranche or, from time to time, to reduce the amount of the Revolving Commitments of any Tranche; provided, that no such termination or reduction of Revolving Commitments of any Tranche shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the total Revolving Extensions of Credit of such Tranche would exceed the total Revolving Commitments of such Tranche. Any such partial reduction shall be in an amount equal to $500,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments of the applicable Tranche then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination or reduction under this Section 2.10 if the notice of such termination or reduction stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the receipt of a replacement of all, or a portion, of the Revolving Commitments outstanding at least thirty such time, in which case such notice may be revoked by the Borrower (30) days’ prior by written notice to the Administrative Agent; provided that Borrower must demonstrate Agent on or prior to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability specified date) if such condition is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of $5,000,000 or an integral multiple $1,000,000 in excess thereof. Upon any such reduction, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrowersatisfied. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d).

Reduction of Commitments. (a) The Revolving Credit Commitment shall permanently reduce (i) to the extent directed by the Borrower pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the right at any time to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments time upon at least thirty five (305) daysBusiness Days’ prior written notice to the Administrative Agent; provided that Borrower must demonstrate Agent to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of reduce by $5,000,000 or an integral multiple $1,000,000 thereof or to terminate entirely the aggregate amount of the Commitments whereupon the Commitments of the Lenders shall be reduced pro rata in excess accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this Section 2.2(g), the Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reductionreduction or termination, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except pay to the Agent for the payment respective accounts of the Lenders the full amount of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Loans does not exceed Commitment Fee then accrued on the amount of the Revolving Credit Commitment after giving effect to any partial reduction. No reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount or termination of the Revolving Credit Commitment Commitments may not be reinstated if it is reduced or if this Agreement is terminated by the Borrowerreinstated. (cii) In the event of any Major Asset Sale, the Commitments shall be reduced dollar for dollar by an amount equal to the Net Proceeds from such Major Asset Sale, regardless of whether any such Net Proceeds have been applied to any repayment of Loans and regardless of whether any Loans or Letters of Credit are outstanding, and the Borrower exercises its rights under Section 2.11(b) shall provide written notice to reduce the Revolving Credit CommitmentAgent of the amount of any such Net Proceeds; provided, however, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) may propose, subject to Majority Lender consent, in writing, an amount of continued Commitments available for reborrowing under this Agreement given the case of a prepayment in full and termination of this Agreement, circumstances then existing at the payment by the Borrower time relating to the Administrative Agent for remaining Plants and Obligors, and in no event shall any new Commitment amount exceed the ratable account original Commitments available as of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunderFinal Order Entry Date. (iii) All Commitments shall automatically terminate at 5:00 P.M., and (ii) New York City time, on February 19, 2014, if the payment of any prepayment charges incurred pursuant conditions to the Initial Funding Date set forth in Section 9.4(d)11.1 shall not have been satisfied by such time.

Reduction of Commitments. (ai) The Total Revolving Credit Commitment shall permanently terminate on the Final Maturity Date. (ii) The Borrower may reduce the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (i) to the extent directed by the Borrower pursuant to Section 2.11(b), aggregate unpaid principal amount of all Revolving B Loans then outstanding and (ii) the aggregate principal amount of all Revolving B Loans not yet made as to Zero Dollars which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such reduction shall be in an amount which is an integral multiple of $3,000,000 ($0) on unless the Commitment Termination Date. (b) The Borrower shall have the right at any time to terminate in whole the Total Revolving Credit Commitments and this AgreementCommitment in effect immediately prior to such reduction is less than $3,000,000), or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments upon at least thirty shall be made by providing not less than five (305) days’ Business Days' prior written notice to each Agent and shall be irrevocable. Once reduced, the Administrative Agent; provided that Borrower must demonstrate Total Revolving B Credit Commitment may not be increased. To the extent all or any portion of the Total Revolving B Credit Commitment shall be reduced in accordance with this Section 2.05(a) prior to the reasonable satisfaction day that is 60 days prior to the third anniversary of the Effective Date, the Borrower shall pay to the Administrative Agent for the account of the Revolving B Loan Lenders a commitment reduction fee equal to: (i) 3% of the amount of such commitment reduction, if such reduction occurs at any time from the Effective Date until and including the first anniversary of the Effective Date, (ii) 2% of the amount of such commitment reduction, if such reduction occurs at any time after the first anniversary of the Effective Date until and including the second anniversary of the Effective Date, and (iii) 1% of the amount of such commitment reduction, if such reduction occurs at any time after the second anniversary of the Effective Date until and including the day that immediately before is 60 days prior to the third anniversary of the Effective Date; provided, however, that no such commitment reduction fee shall be due and after giving effect to a payable if the Total Revolving Credit Commitment is terminated in connection with such reduction (in which case the early termination fee provisions set forth in Section 2.06(f) shall govern the payment any such fee). Each such reduction of the Total Revolving B Credit Commitments under this Section 2.11(b)Commitment shall reduce the Revolving B Credit Commitment of each Revolving B Loan Lender proportionately in accordance with its Pro Rata Share thereof. (iii) The Total Revolving B Credit Commitment shall be reduced to $53,000,000 on October 29, no Default has occurred and is continuing and the Pro Forma Excess 2004, so long as Revolving A Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of $5,000,000 or an integral multiple $1,000,000 in excess thereof. Upon any such reduction, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Loans does not exceed the amount of the Revolving Credit Commitment immediately after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrowersuch reduction. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d).

Reduction of Commitments. (a) The Revolving Credit Commitment shall permanently reduce (i) to the extent directed sum of the aggregate outstanding principal amount of the Acquisition Loans plus the Working Capital Sublimit on the Acquisition Loan Availability Termination Date, and thereafter by the Borrower amount of each payment made or required to be made pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on 2.05 or Section 2.06 which is applied against the Commitment Termination DateAcquisition Loans. (b) The Borrower Company shall have the right at any time to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments upon at least thirty (30) 30 days’ ' prior written notice to the Administrative Agent; provided that Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower Company and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of Two Million Five Hundred Thousand Dollars ($5,000,000 2,500,000) or an integral multiple $1,000,000 in excess thereof. Upon any such reduction, the Borrower Company shall simultaneously prepay any outstanding Revolving Credit Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Credit Loans and Letter of Credit Liabilities does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s 's exercise of remedies under Section 8.27.01. In the event the Company exercises its rights under this paragraph to prepay the Revolving Credit Loans and terminate this Agreement or permanently reduce the Revolving Credit Commitments, the Company agrees that such prepayment shall be accompanied by the payment by the Company to the Agent for the ratable account of the Lenders of all accrued and unpaid interest and, in the case of a termination of this Agreement, all accrued fees and other remaining Obligations hereunder. The amount of the any Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the BorrowerCompany. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d).

Reduction of Commitments. The Company (aon behalf of itself and the Subsidiary Borrowers) The Revolving Credit Commitment shall may permanently reduce (i) to the extent directed by the Borrower pursuant to Section 2.11(b)Aggregate Revolving Loan Commitment in whole, and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the right at any time to terminate or in whole part ratably among the Revolving Credit Commitments and this AgreementLenders, or from time to time, irrevocably to reduce in part the an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof, unless the Aggregate Revolving Credit Commitments Loan Commitment is reduced in whole, upon at least thirty three (303) daysBusiness Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided provided, however, that the amount of the Aggregate Revolving Loan Commitment may not be reduced below the aggregate principal Dollar Amount of the outstanding Revolving Credit Obligations. All accrued facility fees shall be payable on the effective date of any termination of the obligations of the Revolving Lenders to make Revolving Loans hereunder. In addition, each Alternate Currency Borrower must demonstrate may, upon three (3) Business Days’ prior written notice to the reasonable satisfaction of the Administrative Agent and to the applicable Alternate Currency Bank, terminate entirely at any time or reduce from time to time, by an aggregate amount of $5,000,000 or any larger multiple of $1,000,000 (or as otherwise set forth on the applicable Alternate Currency Addendum), the unused portions of the applicable Alternate Currency Commitment as specified by the applicable Alternate Currency Borrower in such notice to the Administrative Agent and the Alternate Currency Bank; provided, however, that immediately before and after giving effect at no time shall the Alternate Currency Commitments be reduced to a reduction figure less than the total of the outstanding principal amount of all Alternate Currency Loans. Notwithstanding the foregoing, the Borrowers may rescind or postpone any notice of termination of the Revolving Credit Commitments under this Section 2.11(b)if such termination would have resulted from a refinancing of any Revolving Credit Commitments, no Default has occurred and is continuing and the Pro Forma Excess Availability is which refinancing shall not less than $5,000,000. Such notice be consummated or otherwise shall be irrevocable on the part of the Borrower and shall specify the effective date of delayed; provided, that such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of $5,000,000 or an integral multiple $1,000,000 in excess thereof. Upon any such reduction, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement rescission shall not apply to limit the Administrative Agent’s exercise indemnification requirements of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrower4.4. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d).

Reduction of Commitments. (aA) The Total Revolving Credit Commitment shall permanently terminate on the Final Maturity Date. The Borrowers may, without premium or penalty, reduce the Total Revolving Credit Commitment to an amount (iwhich may be zero) not less than the sum of (I) the aggregate unpaid principal amount of all Revolving Loans then outstanding, (II) the aggregate principal amount of all Revolving Loans not yet made as to the extent directed which a Notice of Borrowing has been given by the Administrative Borrower pursuant to under Section 2.11(b)2.02, (III) the Letter of Credit Obligations at such time, and (iiIV) the stated amount of all Letter of Credit Accommodations not yet issued as to Zero Dollars which a request has been made and not withdrawn. ($0B) The Total Term Loan A Commitment shall terminate on the Commitment Termination Final Facility Effective Date. (bC) The Borrower Total Term Loan B Commitment shall have terminate on the right at Final Facility Effective Date, provided, that, if any time Obligations remain outstanding on and after the Final Facility Effective Date, a portion of the Total Term Loan B Commitment equal to terminate in whole the Revolving Credit Commitments difference between (x) $15,000,000 and this Agreement, or from time to time, irrevocably to reduce in part (y) the aggregate principal amount of the Carve-Out Term Loan B that have been made whether or not all or any portion of such Carve-Out Term Loan B remains outstanding, shall not terminate on the Final Facility Effective Date but shall, notwithstanding anything in this Agreement to the contrary, terminate on the earlier of (I) the date that all of the Obligations are Paid in Full and (II) December 19, 2006. (ii) Each such voluntary reduction of the Total Revolving Credit Commitments upon at least thirty Commitment pursuant to Section 2.05(a)(i)(A) shall be in an amount which is an integral multiple of $10,000,000 (30unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $10,000,000), shall be made by providing not less than five (5) days’ Business Days' prior written notice to the Administrative Agent; provided that Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice Collateral Agent and shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reductionirrevocable. Once reduced, the amount thereof shall be in an amount of $5,000,000 or an integral multiple $1,000,000 in excess thereof. Upon any such reduction, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Total Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by increased. Each such reduction of the BorrowerTotal Revolving Credit Commitment shall reduce the applicable Revolving Credit Commitment of each Lender holding such commitment proportionately in accordance with its Pro Rata Share thereof. (ciii) In addition, if the event Loan Parties prepay the Borrower exercises its rights under Revolving Loans pursuant to a mandatory prepayment described in Section 2.11(b) 2.05(c)(vii), the Total Revolving Credit Commitment shall be permanently reduced in an amount corresponding to reduce the Revolving Loans being prepaid. Each reduction of the Total Revolving Credit Commitment, shall reduce the Borrower agrees that any applicable Revolving Credit Commitment of each Lender holding such prepayment or reduction shall be accompanied by (i) commitment proportionately in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d)accordance with its Pro Rata Share thereof.

Reduction of Commitments. (a) The Revolving Credit Commitment shall Company may, upon not less than five (5) Business Days' prior written notice to the Agent permanently reduce (i) the Commitments by an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; unless, after giving effect thereto and to any prepayments of Loans made on the extent directed by effective date thereof, the Borrower then outstanding principal amount of the Loans would exceed the amount of the combined Commitments then in effect. If any prepayment results pursuant to this Section 2.05, then the Company shall be subject to any funding loss pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the Commitment Termination Date3.04. (b) The Borrower Commitments shall have the right at any time be automatically and permanently reduced by (i) an amount equal to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount 100% of the Revolving Credit Commitments net cash proceeds of any Indebtedness incurred by the Company or its Subsidiaries other than Indebtedness permitted by Section 7.05(a) through (h), such reduction to be effective upon at least thirty the receipt thereof by the Company or its Subsidiaries; and (30ii) days’ prior written notice an amount equal to 75% of the net cash proceeds received by the Company or its Subsidiaries from any equity issuance (other than any equity issuance pursuant to the Administrative Agent; provided that Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a reduction of the Revolving Credit Commitments under this Section 2.11(bStock Acquisition, including any related "green shoe" issuance), no Default has occurred and is continuing and such reduction to be effective in either case upon the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower and shall specify the effective date receipt of such reduction net cash proceeds by the Company or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of $5,000,000 or an integral multiple $1,000,000 in excess thereofits Subsidiaries. Upon any such reduction, the Borrower shall simultaneously Company will prepay any outstanding Revolving the Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal Loans would otherwise exceed the reduced amount of the Revolving Loans does not exceed combined Commitments. Any such prepayment shall be subject to Section 3.04. To the amount extent that any reduction of the Revolving Credit Commitment after giving effect Commitments pursuant to this Section would necessitate a prepayment of the Loans prior to the last day of the relevant Interest Period, then such net cash proceeds in an amount sufficient to make any prepayment which would have been immediately required but for this sentence shall be deposited into a blocked collateral account which is established pursuant to documentation reasonably satisfactory to the Agent and is subject to the exclusive control of the Agent and, upon the occurrence of such reduction of the Commitments amounts in such account shall be applied to any partial reduction thereof. The aforesaid prior notice requirement shall not apply required prepayments of the Loans with any remaining balance being returned to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the BorrowerCompany. (c) In the event the Borrower exercises its rights under Once reduced in accordance with this Section 2.11(b) to reduce the Revolving Credit Commitment2.05, the Borrower agrees that any such prepayment or Commitments may not be increased. Any reduction of the Commitments shall be accompanied by applied to each Bank according to its Pro Rata Share. All accrued facility fees to, but not including the effective date of any reduction of Commitments, shall be paid on the effective date of such reduction. (id) in The Commitments shall also be automatically and permanently reduced to zero upon the case occurrence of a prepayment Change in full and termination of this Agreement, Control unless the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d)Required Banks have otherwise waived in writing such reduction.

Reduction of Commitments. (a) The Revolving Credit Commitment shall permanently reduce (i) to the extent directed by the Borrower pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the right at any time to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments time upon at least thirty five (305) days’ Business Days prior written notice to the Administrative Agent; provided that Borrower must demonstrate Agent to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a reduction of the Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof or to terminate entirely the Total Commitment in excess of the Revolving Exposure at such time, whereupon the Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this ss.2.3, the Administrative Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reductionreduction or termination, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrower. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower pay to the Administrative Agent for the ratable account respective accounts of such Lenders the full amount of any Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the Commitments may be reinstated. If the Total Commitment is terminated or reduced by the Borrower in whole or in part on or prior to the second anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent for the benefit of the Lenders an early termination fee in an amount calculated as follows: (a) if such termination or reduction is concluded on or prior to the second anniversary of all accrued the Original Closing Date, an amount equal to one-half of one percent (0.5%) of the Total Commitment immediately prior to such termination or in the case of a partial reduction, one-half of one percent (0.5%) of the amount of such reduction; or (b) if such termination or reduction is concluded after the second anniversary of the Original Closing Date, the Borrower will not be required to pay an early termination fee. For greater clarity, the Borrower acknowledges and unpaid interest agrees that as a direct and all proximate result of such termination under the aforesaid circumstances, the Lenders will suffer a loss in an amount which is difficult to calculate and determine with certainty and, therefore, as a result of the Borrower's and each Lender's reasonable endeavour to ascertain and agree in advance to the amount necessary to compensate the Lenders for said loss, the Borrower has agreed to pay the aforesaid early termination fees and other remaining Obligations hereunder, and (ii) described in this ss.2.3 in the payment of any prepayment charges incurred pursuant to Section 9.4(d)circumstances described.

Reduction of Commitments. (a) The Borrower shall have the right, upon at least fifteen (15) days notice to the Agent, to reduce in whole or in part (ratably as to all Lenders) the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount or both, provided, however, that the Expansion Loan Commitment Amount and the Revolving Credit Commitment Amount of the Lenders shall permanently reduce (i) not be reduced to an amount which is less than the extent directed by aggregate amount of the Expansion Loans and Revolving Credit Loans, respectively, then outstanding after giving effect to any prepayments made in connection with such reduction and the Borrower shall pay any Prepayment Fee required under Section 3.3.2, provided, further, however, that each partial reduction of the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount shall be in an aggregate amount of $1,000,000 or an integral multiple of $500,000 in excess thereof (or, if less, the entire amount thereof). Any notice given pursuant to this subsection (a) of Section 2.11(b)3.3.4 shall be irrevocable, and once the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount, as the case may be, is reduced pursuant to this subsection (iia) of Section 3.3.4, such amount thereafter may not be reinstated or increased. The Borrower shall not be permitted to Zero Dollars ($0) on reduce the Revolving Credit Commitment Termination DateAmount unless the Expansion Loan Commitment Amount has been reduced to zero in accordance with the terms hereof. (b) The Borrower shall have Expansion Loan Commitment (and the right at any time to terminate in whole Expansion Loan Commitment Amount) and the Revolving Credit Commitments Commitment (and this Agreement, or from time to time, irrevocably to reduce in part the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries as a result of any sale or disposition of assets; provided, however, that unless such sale or other disposition would require, whether immediately or with the passage of time, a repayment or prepayment of principal on, or a redemption of, any of the Senior Notes, no such reduction shall be required as a result of (i) the sale by the Borrower or any of its Subsidiaries of assets in the ordinary course of business, (ii) the sale by the Borrower or any of its Subsidiaries of any assets in a single transaction or a series of related transactions where the aggregate net book value of such assets sold or disposed does not to exceed $250,000, and (iii) the disposition by the Borrower or any of its Subsidiaries of up to 5,000 Telephones in the aggregate during the term of this Agreement solely in exchange for other Telephones. Any reduction required under this subsection (b) shall be effective immediately upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds, and shall be applied first to the Expansion Loan Commitment Amount until the Expansion Loan Commitment Amount is zero and then shall be applied to the Revolving Credit Commitments upon at least thirty Commitment Amount. (30c) days’ prior written notice to The Expansion Loan Commitment (and the Administrative Agent; provided that Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that immediately before Expansion Loan Commitment Amount) and after giving effect to a reduction of the Revolving Credit Commitments Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from the issuance by the Borrower or any of its Subsidiaries of debt securities or from the incurrence by the Borrower or any of its Subsidiaries of any Indebtedness other than Indebtedness permitted under Section 6.2.2. Any reduction required under this Section 2.11(b), no Default has occurred subsection (c) shall be effective immediately upon receipt by the Borrower or any of its Subsidiaries of such Net Cash Proceeds. Any reduction pursuant to this subsection (c) shall be applied first to the Expansion Loan Commitment Amount and is continuing then to the Revolving Credit Commitment Amount. (d) The Expansion Loan Commitment (and the Pro Forma Excess Availability is not less than $5,000,000. Such notice Expansion Loan Commitment Amount) and the Revolving Credit Loan Commitment (and the Revolving Credit Commitment Amount) shall be irrevocable permanently reduced by the amount of any prepayments required under subsection (f) of Section 3.3. 1. Any reduction pursuant to this subsection (d) shall be applied first to the Expansion Loan Commitment Amount and then to the Revolving Credit Commitment Amount. (e) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) shall be permanently reduced on any day occurring on or after November 30, 1998 that the part principal amount of any Expansion Loans are repaid by the Borrower and shall specify by the effective date amount of such reduction or terminationrepayment. (f) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) shall be permanently reduced on November 30, whether a termination or reduction is being made, and, in the case of any reduction, 1998 by the amount thereof shall be in an amount of $5,000,000 or an integral multiple $1,000,000 in excess thereof. Upon any by which the Expansion Loan Commitment Amount on such reduction, the Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that date exceeds the aggregate outstanding principal amount of the Revolving all Expansion Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borroweron such date. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to Section 9.4(d).

Reduction of Commitments. (a) The Revolving Credit Commitment shall permanently reduce reduce: (i) to the extent directed amount of the aggregate outstanding principal amount of the Revolving Credit Loans on the Availability Termination Date, (ii) after such date, by the Borrower amount of each payment made pursuant to Section 2.11(b)2.06, and (iiiii) by the amount of each payment required pursuant to Zero Dollars Section 2.05 ($0c) on the Commitment Termination Dateand (d). (b) The Borrower Company shall have the right at any time to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments Commitment upon at least thirty (30) 15 days’ ' prior written notice to the Administrative Agent; provided , in each case without penalty or premium, except that Borrower must demonstrate if the Company terminates in whole this Agreement within the first twelve (12) months following the Closing Date, the Company shall, subject to Section 8.08, pay to the reasonable satisfaction Lenders an amount equal to three percent (3.00%) of the Administrative Agent that immediately before and after giving effect to a reduction of the maximum Revolving Credit Commitments under this Section 2.11(bCommitment at any one time prior to such termination (the "EARLY TERMINATION FEE"), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be irrevocable on the part of the Borrower Company and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of Five Million Dollars ($5,000,000 5,000,000) or an integral multiple $1,000,000 in excess thereof. Upon any such reduction, the Borrower Company shall simultaneously prepay any outstanding Revolving Credit Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Credit Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s 's exercise of remedies under Section 8.27.01. In the event the Company exercises its rights under this paragraph to prepay the Revolving Credit Loans and terminate this Agreement, the Company agrees that such prepayment shall be accompanied by the payment by the Company of all accrued and unpaid interest and all fees and other remaining Obligations. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrower. (c) In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower Company. The Company acknowledges and agrees that any such prepayment or reduction shall be accompanied by (i) in it would be difficult or impracticable to determine the case of a prepayment in full and Lender's actual damages from any early termination of this Agreement, the payment by the Borrower to the Administrative Agent for the ratable account of the Lenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, and (ii) the payment Early Termination Fee is intended to be a fair and reasonable approximation of any prepayment charges incurred pursuant such damages and (iii) the Early Termination Fee is not intended to Section 9.4(d)be a penalty.