Common use of Reduction of Commitment Clause in Contracts

Reduction of Commitment. (a) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche A Commitment to an amount not less than the then existing Tranche A Exposure by giving Agent not fewer than three (3) Business Days' notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche A Commitment as so reduced. If Borrower reduces in whole the Tranche A Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche A Notes and the Tranche A Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial reduction in the Tranche A Commitment shall be effective during the remainder of the applicable Commitment Period. (b) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche B Commitment to an amount not less than the then existing Tranche B Exposure by giving Agent not fewer than three (3) Business Days' notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche B Commitment as so reduced. If Borrower reduces in whole the Tranche B Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid; and provided no Tranche B Loan has been converted to a Term Loan), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to Borrower. Any partial reduction in the Tranche B Commitment shall be effective during the remainder of the applicable Commitment Period.

Reduction of Commitment. (a) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche A Commitment to an amount not less than the then existing Tranche A Exposure by giving Agent not fewer than three (3) Business Days' notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche A Commitment as so reduced. If Borrower reduces in whole the Tranche A Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche A Notes and the Tranche A Swing Line ExposureNote, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial reduction in the Tranche A Commitment shall be effective during the remainder of the applicable Commitment Period. (b) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche B Commitment to an amount not less than the then existing Tranche B Exposure by giving Agent not fewer than three five (35) Business Days' notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche B Commitment as so reduced. If Borrower reduces in whole the Tranche B Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid; and provided no Tranche B Loan has been converted to a Term Loan), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to Borrower. Any partial reduction in the Tranche B Commitment shall be effective during the remainder of the applicable Commitment Period.

Reduction of Commitment. (ai) Upon at least five Business Days prior written notice to Administrative Agent, Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche A Commitment to an amount not less than the then existing Tranche A Exposure by giving Agent not fewer than three Revolving Loan Note Amount, but: (3A) Business Days' notice of such reduction, provided that any such partial each reduction shall must be in an aggregate amount, for all amount equal to an integral multiple of the Banks, of not less than Five Million One Hundred Thousand Dollars ($5,000,000100,000); (B) if, increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of after giving effect to the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon Obligations outstanding under the Tranche A Commitment Revolving Loan would exceed the Revolving Loan Note Amount, Borrower must, as so reduced. If a condition to the effectiveness of the reduction, prepay the Obligations outstanding under the Revolving Loan by an amount equal to that excess; (C) as a condition to the effectiveness of the reduction, Borrower reduces in whole must pay to Administrative Agent, for the Tranche A Commitmentratable benefit of Lenders, on any fee accrued to the effective date of such reduction and unpaid under Section 1.14(a); and (Borrower having prepaid in full the unpaid principal balanceD) once it has become effective, if any, of the Tranche A Notes and the Tranche A Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial no reduction in the Tranche A Commitment shall Revolving Loan Note Amount can be effective during the remainder of the applicable Commitment Periodwithdrawn or restored. (bii) In the event of a Defaulting Lender, and as long as no Event of Default exists, Borrower, at its election may terminate such Defaulting Lender’s Percentage Share of the Borrowing Base hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Percentage Share of the Borrowing Base, (B) Borrower shall pay all amounts owed by Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender and accrued Commitment Fees but specifically excluding any Breakage Costs as result of such payment of Advances), and (C) unless otherwise consented to by Administrative Agent, a Defaulting Lender’s Percentage Share of the Borrowing Base may be terminated by Borrower under this Section 1.2(d)(ii) if and only if at any time such time, Borrower has elected, or from time is then electing, to time permanently reduce in whole or ratably in part terminate the Tranche B Commitment to an amount not less than Percentage Share of the Borrowing Base of all then existing Tranche B Exposure Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of Borrower’s election to terminate a Defaulting Lender’s Percentage Share of the Borrowing Base pursuant to this Section 1.2(d)(ii) and the payment of amounts required to be made by giving Agent not fewer Borrower under clause (B) above, (x) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 1.15 and 7.4 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (y) such Defaulting Lender’s Percentage Share of the Borrowing Base shall be deemed terminated, and (z) such Defaulting Lender shall be relieved of its obligations hereunder other than three (3) Business Days' notice of such reductionits obligations under Section 7.4 with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder; provided that, provided that any such partial reduction shall termination will not be in deemed to be a waiver or release of any claim by Borrower, Administrative Agent or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, an aggregate amount, for all election by Borrower to terminate a Defaulting Lender’s Percentage Share of the Banks, of not less than Five Million Dollars ($5,000,000Borrowing Base pursuant to this Section 1.2(d)(ii) shall permanently decrease the Borrowing Base unless and until an increase is made pursuant to this Section 1.2(b), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche B Commitment as so reduced. If Borrower reduces in whole the Tranche B Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid; and provided no Tranche B Loan has been converted to a Term Loan), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to Borrower. Any partial reduction in the Tranche B Commitment shall be effective during the remainder of the applicable Commitment Period.

Reduction of Commitment. The Borrower shall have the right, upon at least ten (a) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche A Commitment to an amount not less than the then existing Tranche A Exposure by giving Agent not fewer than three (310) Business Days' notice to the Agent, to terminate in whole or reduce in part the unused portion of such reductionthe Commitment, provided that any such each partial reduction shall be in an aggregate amount, for all the amount of the Banks, of not less than Five at least Three Million Dollars ($5,000,0003,000,000), increased by increments of One Million Dollars ($1,000,000). Agent and provided further that no reduction shall promptly notify each Bank be permitted if, after giving effect thereto, and to any prepayment made therewith, the outstanding and unpaid principal amount of the date Loans shall exceed the Commitment. Any reduction in part of the unused portion of the Commitments shall be made in the proportion that each such reduction and such Bank's proportionate share thereofCommitment bears to the total amount of all Bank's Commitments. After each such reductionThe Commitments, once reduced or terminated, may not be reinstated. In the facility fees payable hereunder shall be calculated upon event of (a) the Tranche A Commitment as so reduced. If occurrence of an Event of Default under Section 8.01 hereof, in that the Borrower reduces in whole the Tranche A Commitmentfails to pay interest on any Note, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche A Notes and the Tranche A Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial reduction in the Tranche A Commitment shall be effective during the remainder of the applicable Commitment Period. (b) Borrower may at any time a Bank is unwilling to vote to waive such Event of Default (the "Non-Consenting Bank"), during the continuance of such Event of Default, and (c) if the Majority Banks do not choose to either (i) declare the Banks' obligations to make Loans to be terminated, or from time (ii) declare the outstanding Notes to time permanently reduce in whole or ratably in part be due and payable, then the Tranche B Non-Consenting Bank may, after five (5) Business Days notice to the Agent and the other Banks, limit its Commitment to an amount not less than the such Principal Amount as is then existing Tranche B Exposure owed to said Non-Consenting Bank by giving Agent not fewer than three Borrower; provided, however, that said five (35) Business Days' notice to the Agent and the other Banks shall not be a condition precedent to the limitation by the Non-Consenting Bank of its Commitment as aforesaid if it has already given said notice but Borrower requests a Revolving Credit Loan after said notice has been given but prior to the expiration of said five (5) days. The Facility Amount shall be reduced by the difference between the original Commitment of the Non-Consenting Bank and the revised Commitment of the Non-Consenting Bank(s). If, and at such time as Borrower cures said Event of Default, the Non-Consenting Bank shall increase its Commitment to its original Commitment and shall make such payments to those Banks which were willing to waive such Event of Default (the "Consenting Banks") so that the positions of all Banks hereunder shall be restored and the Facility Amount shall be increased to the original Facility Amount as if said Event of Default had not occurred. In the event a Non-Consenting Bank chooses to reduce its Commitment as aforesaid, the reduced Commitment amount shall be substituted as such Non-Consenting Bank's Commitment during the period of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche B Commitment as so reduced. If Borrower reduces in whole the Tranche B Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid; and provided no Tranche B Loan has been converted to a Term Loan), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to Borrower. Any partial reduction in the Tranche B Commitment shall be effective during the remainder of the applicable Commitment Period.

Reduction of Commitment. (a) Prior to the Activation Date, Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche A Commitment of the Banks to an amount not less than the aggregate principal amount of the Loans and Letters of Credit then existing Tranche A Exposure outstanding, by giving Agent not fewer than three (3) Business Days' notice of such reductionnotice, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000)or any integral multiple thereof. Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of Commitment. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche A Commitment of the Banks as so reduced. If Borrower reduces in whole the Tranche A Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche A Notes and the Tranche A Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial reduction in the Tranche A Commitment shall be effective during the remainder of the applicable Commitment Period. (b) On and after the Activation Date: (i) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche B Commitment Revolving Credit Commitments of the Domestic Banks to an amount not less than the then existing Tranche B Exposure Revolving Credit Exposure, by giving Agent not fewer than three (3) Business Days' notice of such reductionnotice, provided that any such partial reduction shall be in an aggregate amount, for all of the Domestic Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000)or any integral multiple thereof. Agent shall promptly notify each Domestic Bank of the date of each such reduction and such Domestic Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Revolving Credit Commitments. After each such reduction, the facility fees payable hereunder with respect to the Revolving Credit Commitments shall be calculated upon the Tranche B Commitment Revolving Credit Commitments of the Domestic Banks as so reduced; or (ii) Canadian Borrowers may at any time or from time to time permanently reduce in whole or ratably in part the Canadian Commitments of the Canadian Banks to an amount not less than the CAD Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all of the Canadian Banks, of Five Million Canadian Dollars (CAD 5,000,000), or any integral multiple thereof. Agent shall promptly notify each Canadian Bank of the date of each such reduction and such Canadian Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Canadian Commitments. After each such reduction, the facility fees with respect to the Canadian Commitments shall be calculated upon the Canadian Commitments of the Canadian Banks as so reduced. (c) If Borrower reduces and Canadian Borrowers reduce in whole the Tranche B CommitmentCommitment of the Banks, on the effective date of such reduction (Borrower and Canadian Borrowers having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B Swing Line ExposureNotes, together with all interest and facility and other fees accrued and unpaid; , and provided that no Tranche B Loan has been converted to a Term LoanLetter of Credit Exposure shall exist), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to BorrowerBorrower and Canadian Borrowers. Any partial reduction in the Tranche B Commitment Commitment, the Revolving Credit Commitments or the Canadian Commitments shall be effective during the remainder of the applicable Commitment Period.

Reduction of Commitment. (a) Borrower may The Borrowers shall have the right, at any time or and from time to time permanently upon five (5) Business Days written notice to the Administrative Agent, to reduce by $5,000,000 or an integral multiple of $1,000,000 in whole excess thereof, or ratably terminate entirely the Total Commitment, whereupon the Commitments of the Revolving Credit Lenders shall be reduced PRO RATA in part accordance with their respective Commitment Percentages of the Tranche A amount specified in such notice, or as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this ss.2.4, the Administrative Agent will notify the Revolving Credit Lenders of the substance thereof. If the Borrowers repay or prepay all outstanding Revolving Credit Loans or the Total Commitment is reduced or terminated during the period commencing on the Closing Date and ending on the second anniversary of the Closing Date in a single transaction or series of related transactions, the Borrowers shall pay to the Administrative Agent a premium in an amount not less than equal to the then existing Tranche A Exposure by giving Agent not fewer than three Commitment Reduction Fee of the amount of the reduction of the Total Commitment or on the amount of the Total Commitment immediately prior to such repayment or prepayment or the first of a related series of prepayments or repayments, as the case may be (3) Business Days' notice of such reductionthe "REVOLVING CREDIT EARLY TERMINATION FEE"); PROVIDED, provided that any such partial reduction HOWEVER, no Revolver Early Termination Fee shall be due if the Total Commitment is terminated in an aggregate amount, for all connection with the Borrowers entering into a new credit facility agented by the FRFI. No reduction or termination of the BanksTotal Commitment may be reinstated. The "COMMITMENT REDUCTION FEE" shall be one percent (1%); PROVIDED, HOWEVER, if an Approved Recapitalization has occurred, the Commitment Reduction Fee shall be one-half of not less than Five Million Dollars one percent ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of 0.5%) during the period from the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon Approved Recapitalization through the Tranche A Commitment as so reduced. If Borrower reduces in whole day which is ninety (90) days following the Tranche A Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche A Notes and the Tranche A Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial reduction in the Tranche A Commitment shall be effective during the remainder of the applicable Commitment PeriodClosing Date. (b) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche B Commitment to an amount not less than the then existing Tranche B Exposure by giving Agent not fewer than three (3) Business Days' notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche B Commitment as so reduced. If Borrower reduces in whole the Tranche B Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid; and provided no Tranche B Loan has been converted to a Term Loan), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to Borrower. Any partial reduction in the Tranche B Commitment shall be effective during the remainder of the applicable Commitment Period.

Reduction of Commitment. (a) Borrower may The Borrowers shall have the right, at any time or and from time to time permanently upon five (5) Business Days prior written notice to the Agent, to reduce by $5,000,000 or an integral multiple of $1,000,000 in whole excess thereof, or ratably terminate entirely the Total Revolving Commitment, whereupon the Commitments of the Revolving Credit Lenders shall be reduced PRO RATA in part accordance with their respective Commitment Percentages of the Tranche A amount specified in such notice, or as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section 2.4, the Agent will notify the Revolving Credit Lenders of the substance thereof. If the Borrowers repay or prepay all outstanding Revolving Credit Loans, or the Total Revolving Commitment is reduced or terminated, during the period commencing on the Closing Date and ending on the date which is ninety (90) days prior to the Maturity Date in a single transaction or series of related transactions, the Borrowers shall pay to the Agent a premium in an amount equal to the Commitment Reduction Fee MULTIPLIED BY the amount of the reduction of the Total Revolving Commitment if the Total Revolving Commitment is not less than terminated or on the then existing Tranche A Exposure by giving Agent not fewer than three (3) Business Days' notice amount of the Total Revolving Commitment immediately prior to such repayment or prepayment or the first of such reductionrelated series of prepayments or repayments, provided that any such partial reduction as the case may be (each a “REVOLVING CREDIT EARLY TERMINATION FEE”); PROVIDED, HOWEVER, no Revolving Credit Early Termination Fee shall be due if the Total Revolving Commitment is terminated and Obligations hereunder are paid in an aggregate amount, for all connection with the Borrowers entering into a new credit facility agented by the Agent. No reduction or termination of the Banks, of not less than Five Million Dollars Total Revolving Commitment may be reinstated. The “COMMITMENT REDUCTION FEE” shall be two percent ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank 2%) if such reduction or termination occurs prior to the first anniversary of the date of each Closing Date, or one percent (1%) if such reduction and such Bank's proportionate share thereof. After each such reduction, or termination occurs on or after the facility fees payable hereunder shall be calculated upon the Tranche A Commitment as so reduced. If Borrower reduces in whole the Tranche A Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, first anniversary of the Tranche A Notes and the Tranche A Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial reduction in the Tranche A Commitment shall be effective during the remainder of the applicable Commitment PeriodClosing Date. (b) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche B Commitment to an amount not less than the then existing Tranche B Exposure by giving Agent not fewer than three (3) Business Days' notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche B Commitment as so reduced. If Borrower reduces in whole the Tranche B Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid; and provided no Tranche B Loan has been converted to a Term Loan), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to Borrower. Any partial reduction in the Tranche B Commitment shall be effective during the remainder of the applicable Commitment Period.

Reduction of Commitment. (ai) Upon at least five Business Days prior written notice to Administrative Agent, Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche A Commitment to an amount not less than the then existing Tranche A Exposure by giving Agent not fewer than three Revolving Loan Note Amount, but: (3A) Business Days' notice of such reduction, provided that any such partial each reduction shall must be in an aggregate amount, for all amount equal to an integral multiple of the Banks, of not less than Five Million One Hundred Thousand Dollars ($5,000,000100,000); (B) if, increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of after giving effect to the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon Obligations outstanding under the Tranche A Commitment Revolving Loan would exceed the Revolving Loan Note Amount, Borrower must, as so reduced. If a condition to the effectiveness of the reduction, prepay the Obligations outstanding under the Revolving Loan by an amount equal to that excess; (C) as a condition to the effectiveness of the reduction, Borrower reduces in whole must pay to Administrative Agent, for the Tranche A Commitmentratable benefit of Lenders, on any fee accrued to the effective date of such reduction and unpaid under Section 1.13(a); and (Borrower having prepaid in full the unpaid principal balanceD) once it has become effective, if any, of the Tranche A Notes and the Tranche A Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial no reduction in the Tranche A Commitment shall Revolving Loan Note Amount can be effective during the remainder of the applicable Commitment Periodwithdrawn or restored. (bii) In the event of a Defaulting Lender, and as long as no Event of Default exists, Borrower, at its election may terminate such Defaulting Lender’s Percentage Share of the Borrowing Base hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Percentage Share of the Borrowing Base, (B) Borrower shall pay all amounts owed by Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender and accrued Commitment Fees but specifically excluding any Breakage Costs as result of such payment of Advances), and (C) unless otherwise consented to by Administrative Agent, a Defaulting Lender’s Percentage Share of the Borrowing Base may be terminated by Borrower under this Section 1.2(d)(ii) if and only if at any time such time, Borrower has elected, or from time is then electing, to time permanently reduce in whole or ratably in part terminate the Tranche B Commitment to an amount not less than Percentage Share of the Borrowing Base of all then existing Tranche B Exposure Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of Borrower’s election to terminate a Defaulting Lender’s Percentage Share of the Borrowing Base pursuant to this Section 1.2(d)(ii) and the payment of amounts required to be made by giving Agent not fewer Borrower under clause (B) above, (x) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 1.14 and 7.4 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (y) such Defaulting Lender’s Percentage Share of the Borrowing Base shall be deemed terminated, and (z) such Defaulting Lender shall be relieved of its obligations hereunder other than three (3) Business Days' notice of such reductionits obligations under Section 7.4 with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder; provided that, provided that any such partial reduction shall termination will not be in deemed to be a waiver or release of any claim by Borrower, Administrative Agent or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, an aggregate amount, for all election by Borrower to terminate a Defaulting Lender’s Percentage Share of the Banks, of not less than Five Million Dollars ($5,000,000Borrowing Base pursuant to this Section 1.2(d)(ii) shall permanently decrease the Borrowing Base unless and until an increase is made pursuant to this Section 1.2(b), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche B Commitment as so reduced. If Borrower reduces in whole the Tranche B Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid; and provided no Tranche B Loan has been converted to a Term Loan), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to Borrower. Any partial reduction in the Tranche B Commitment shall be effective during the remainder of the applicable Commitment Period.

Reduction of Commitment. (a) U.S. Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche A U.S. Revolving Credit Commitment to an amount not less than the then existing Tranche A Exposure U.S. Revolving Exposure, by giving Agent not fewer than three (3) Business Days' notice of such reductionnotice, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000)or any integral multiple thereof. Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. If required by Agent, the Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the U.S. Revolving Credit Commitment. After each such reduction, the facility fees payable hereunder with respect to the Revolving Credit Commitments shall be calculated upon the Tranche A Commitment Revolving Credit Commitments of the Banks as so reduced. If Borrower reduces in whole the Tranche A Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche A Notes and the Tranche A Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial reduction in the Tranche A Commitment shall be effective during the remainder of the applicable Commitment Period. (b) Borrower Canadian Borrowers may at any time or from time to time permanently reduce in whole or ratably in part the Tranche B Canadian Revolving Credit Commitment to an amount not less than the then existing Tranche B Exposure Canadian Exposure, by giving Agent not fewer than three (3) Business Days' notice notice, provided that any such partial reduction shall be in an aggregate amount of One Million Dollars ($1,000,000), or any integral multiple thereof. Agent shall promptly notify each Canadian Bank of the date of each such reduction. If required by Agent, the Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Canadian Revolving Credit Commitment. (c) UK Borrowers may at any time or from time to time permanently reduce in whole or ratably in part the UK Revolving Credit Commitment to an amount not less than the UK Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000), or any integral multiple thereof. Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reductionIf required by Agent, the facility fees payable hereunder Borrowers, the Banks and Agent shall be calculated upon execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Tranche B Commitment as so reduced. UK Revolving Credit Commitment. (d) If Borrower reduces the Borrowers reduce in whole the Tranche B Commitment, on the effective date of such reduction (Borrower U.S. Borrower, Canadian Borrowers and UK Borrowers having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B Swing Line Exposureappropriate Notes, together with all interest and facility and other fees accrued and unpaid; , and provided that no Tranche B Loan has been converted to a Term LoanU.S. Letter of Credit Exposure, Canadian Letter of Credit Exposure or UK Letter of Credit Exposure shall exist), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to Borrowerthe appropriate Borrowers. Any partial reduction in the Tranche B U.S. Revolving Credit Commitment, the Canadian Revolving Credit Commitment or the UK Revolving Credit Commitment, as the case may be, shall be effective during the remainder of the applicable Commitment Period.

Reduction of Commitment. (ai) Upon at least five Business Days prior written notice to Administrative Agent, Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche A Commitment to an amount not less than the then existing Tranche A Exposure by giving Agent not fewer than three Revolving Loan Maximum Commitment, but: (3A) Business Days' notice of such reduction, provided that any such partial each reduction shall must be in an aggregate amount, for all amount equal to an integral multiple of the Banks, of not less than Five Million One Hundred Thousand Dollars ($5,000,000100,000); (B) if, increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of after giving effect to the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon Obligations outstanding under the Tranche A Commitment as so reduced. If Borrower reduces in whole Revolving Loan would exceed the Tranche A Revolving Loan Maximum Commitment, on Borrower must, as a condition to the effective effectiveness of the reduction, prepay the Obligations outstanding under the Revolving Loan by an amount equal to that excess; (C) as a condition to the effectiveness of the reduction, Borrower must pay to Administrative Agent, for the ratable benefit of Lenders, any fee accrued to the date of such reduction and unpaid under Section 1.15(a); and (Borrower having prepaid in full the unpaid principal balanceD) once it has become effective, if any, of the Tranche A Notes and the Tranche A Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial no reduction in the Tranche A Revolving Loan Maximum Commitment shall can be effective during the remainder of the applicable Commitment Periodwithdrawn or restored. (bii) In the event of a Defaulting Lender, and as long as no Event of Default exists, Borrower, at Borrower’s election may elect to terminate such Defaulting Lender’s Percentage Share of the Borrowing Base hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Percentage Share of the Borrowing Base, (B) Borrower shall pay all amounts owed by Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender and accrued Commitment Fees but specifically excluding any Breakage Costs as result of such payment of Advances), and (C) unless otherwise consented to by Administrative Agent, a Defaulting Lender’s Percentage Share of the Borrowing Base may be terminated by Borrower under this Section 1.2(d)(ii) if and only if at any time such time, Borrower has elected, or from time is then electing, to time permanently reduce in whole or ratably in part terminate the Tranche B Commitment to an amount not less than Percentage Share of the Borrowing Base of all then existing Tranche B Exposure Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of Borrower’s election to terminate a Defaulting Lender’s Percentage Share of the Borrowing Base pursuant to this Section 1.2(d)(ii) and the payment of amounts required to be made by giving Agent not fewer Borrower under clause (B) above, (x) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 1.17 and 7.4 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (y) such Defaulting Lender’s Percentage Share of the Borrowing Base shall be deemed terminated, and (z) such Defaulting Lender shall be relieved of its obligations hereunder other than three (3) Business Days' notice of such reductionits obligations under Section 7.4 with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder; provided that, provided that any such partial reduction shall termination will not be in deemed to be a waiver or release of any claim by Borrower, Administrative Agent or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, an aggregate amount, for all election by Borrower to terminate a Defaulting Lender’s Percentage Share of the Banks, of not less than Five Million Dollars ($5,000,000Borrowing Base pursuant to this Section 1.2(d)(ii) shall permanently decrease the Borrowing Base unless and until an increase is made pursuant to this Section 1.2(b), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche B Commitment as so reduced. If Borrower reduces in whole the Tranche B Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid; and provided no Tranche B Loan has been converted to a Term Loan), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to Borrower. Any partial reduction in the Tranche B Commitment shall be effective during the remainder of the applicable Commitment Period.

Reduction of Commitment. (a) Borrower may The Borrowers shall have the right, at any time or and from time to time permanently upon five (5) Business Days written notice to the Administrative Agent, to reduce by $5,000,000 or an integral multiple of $1,000,000 in whole excess thereof, or ratably terminate entirely the Total Commitment, whereupon the Commitments of the Revolving Credit Lenders shall be reduced pro rata in part accordance with their respective Commitment Percentages of the Tranche A amount specified in such notice, or as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this ss.2.4, the Administrative Agent will notify the Revolving Credit Lenders of the substance thereof. If the Borrowers repay or prepay all outstanding Revolving Credit Loans or the Total Commitment is reduced or terminated during the period commencing on the Closing Date and ending on the second anniversary of the Closing Date in a single transaction or series of related transactions, then, in view of the impracticality and extreme difficulty of ascertaining the actual amount of damages to Revolving Credit Lenders or profits lost by the Revolving Credit Lenders as a result thereof, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Revolving Credit Lenders, the Borrowers shall pay to the Administrative Agent a premium in an amount not less than equal to the then existing Tranche A Exposure by giving Agent not fewer than Commitment Reduction Fee of the amount of the reduction of the Total Commitment or on the amount of the Total Commitment immediately prior to such repayment or prepayment or the first of a related series of prepayments or repayments, as the case may be (the "Revolving Credit Early Termination Fee"). No reduction or termination of the Total Commitment may be reinstated. The "Commitment Reduction Fee" shall be (i) three percent (3%) Business Days' notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all the period commencing on the Closing Date through the first anniversary of the BanksClosing Date, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ii) two percent ($1,000,000). Agent shall promptly notify each Bank 2%) for the period commencing on the first anniversary of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, Closing Date through the facility fees payable hereunder shall be calculated upon the Tranche A Commitment as so reduced. If Borrower reduces in whole the Tranche A Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, second anniversary of the Tranche A Notes Closing Date and the Tranche A Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial reduction in the Tranche A Commitment shall be effective during the remainder of the applicable Commitment Period(iii) one percent (1%) thereafter. (b) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Tranche B Commitment to an amount not less than the then existing Tranche B Exposure by giving Agent not fewer than three (3) Business Days' notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche B Commitment as so reduced. If Borrower reduces in whole the Tranche B Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid; and provided no Tranche B Loan has been converted to a Term Loan), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to Borrower. Any partial reduction in the Tranche B Commitment shall be effective during the remainder of the applicable Commitment Period.