Common use of Voluntary Reductions of Revolving Loan Commitments Clause in Contracts

Voluntary Reductions of Revolving Loan Commitments. Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. The Notice of Prepayment shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice.

Voluntary Reductions of Revolving Loan Commitments. Company may, upon not less than three (3) Business Days’ (or such shorter period as approved by Administrative Agent) prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount Amount, unless the Revolving Loan Commitment is reduced to equal the Total Utilization of Revolving Loan Commitments, shall be in an aggregate minimum amount of $1,000,000 2,000,000 and multiples of $500,000 1,000,000 in excess of that amount. The Notice Company’s notice to Administrative Agent (who will promptly notify each Revolving Lender of Prepayment such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) The amount of any such Revolving Loan Commitment reduction shall not be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound applied to the Alternative Currency Sublimit, the sublimit for Letters of Credit, the Co-Borrower Sublimit or the sublimit for Swing Line Loans unless otherwise specified by Company. All fees accrued until the effective date of any termination or reduction of the Revolving Loan Commitments referenced in Commitment shall be paid on the effective date of such noticetermination.

Voluntary Reductions of Revolving Loan Commitments. Company may, upon not less than three (3) Business Days’ (or such shorter period as approved by Administrative Agent) prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount Amount, unless the Revolving Loan Commitment is reduced to equal the Total Utilization of Revolving Loan Commitments, shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. The Notice Company’s notice to Administrative Agent (who will promptly notify each Revolving Lender of Prepayment such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) The amount of any such Revolving Loan Commitment reduction shall not be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound applied to the Alternative Currency Sublimit, the sublimit for Letters of Credit, the Foreign Co-Borrower Sublimit or the sublimit for Swing Line Loans unless otherwise specified by Company. All fees accrued until the effective date of any termination or reduction of the Revolving Loan Commitments referenced in Commitment shall be paid on the effective date of such noticetermination.

Voluntary Reductions of Revolving Loan Commitments. Company may, upon not less than three Business Days’ prior written notice by delivery of a Notice of Prepayment to Administrative Agent or upon telephonic notice promptly confirmed in writing by the delivery of a Notice of Prepayment to Administrative Agent, Agent or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $1,000,000 3,000,000 and multiples of $500,000 1,000,000 in excess of that amount. The Notice Company’s notice to Administrative Agent (who will promptly notify each Revolving Lender of Prepayment such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written or telephonic notices delivered pursuant to this subsection 2.4B(ii) shall be in of termination or reduction of the form of a Notice of Prepayment, all notices, whether written or telephonic, Revolving Loan Commitments delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice; provided that a notice of termination or reduction of the Revolving Loan Commitments delivered by Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Company (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Reductions of Revolving Loan Commitments. (a) Company may, upon not less than three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each Revolving Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction -------- of the Revolving Loan Commitment Amount Commitments shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. The Notice of Prepayment Company's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. . (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent will (which notice Administrative Agent shall promptly notify transmit to each Revolving Lender of such notice. Any such voluntary reduction of the Lenders), to terminate the entire Revolving Loan Commitment Amount of such Lender, so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be applied as specified in ------------ deemed modified to reflect such changed amounts) and (2) the consents required by subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a refinancing "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2, 10.3 and 10.5) and any obligations or liabilities of such Lender to Holdings or any of its Subsidiaries under this Agreement while it was a transaction that would result in a Change in Control and Company Lender, which shall be bound survive as to the termination or reduction of the Revolving Loan Commitments referenced in such noticeLender.

Voluntary Reductions of Revolving Loan Commitments. Company may, -------------------------------------------------- upon not less than three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined notice Agent will promptly transmit by Administrative Agent in its sole discretiontelefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, (a) the Acquisition Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Acquisition Revolving Loan Commitment Amount exceeds Commitments exceed the aggregate outstanding Acquisition Loans at the time of such proposed termination or reduction; and (b) the Working Capital Revolving Loan Commitments in an amount up to the amount by which the Working Capital Revolving Loan Commitments exceed the Total Utilization of Working Capital Revolving Loan Commitments at the time of such proposed termination or reduction; , provided that any such partial -------- reduction of the Revolving Loan Commitment Amount Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. The Notice of Prepayment Company's notice to Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount Commitments shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice.

Voluntary Reductions of Revolving Loan Commitments. Company may, upon not less than three five Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, Agent or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $1,000,000 2,000,000 and multiples of $500,000 in excess of that amount. The Notice Company’s notice to Administrative Agent (who will promptly notify each Revolving Lender of Prepayment such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. In addition, Company may, upon not less than five Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Swing Line Loan Commitment; provided that any such partial reduction of the Swing Line Loan Commitment shall be in an aggregate minimum amount of $2,000,000 and multiples of $500,000 in excess of that amount. Company’s notice to Administrative Agent (who will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of ) shall designate the Revolving Loan Commitment Amount date (which shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(iia Business Day) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound to the such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Swing Line Loan Commitments referenced in such noticeCommitment of each Swing Line Lender proportionately.

Voluntary Reductions of Revolving Loan Commitments. Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penaltyfee, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $1,000,000 10,000,000.00 and multiples of $500,000 1,000,000.00 in excess of that amount. The Notice Company’s notice to Administrative Agent (which will promptly notify each Revolving Lender of Prepayment such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in fees accrued until the form effective date of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound to the any termination or reduction of the Revolving Loan Commitments referenced in Commitment Amount shall be paid on the effective date of such noticetermination.

Voluntary Reductions of Revolving Loan Commitments. Company may, -------------------------------------------------- upon not less than three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined notice Agent will promptly transmit by Administrative Agent in its sole discretiontelefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, (a) the Acquisition Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Acquisition Revolving Loan Commitment Amount exceeds Commitments exceed the aggregate outstanding Acquisition Loans at the time of such proposed termination or reduction; and (b) the Working Capital Revolving Loan Commitments in an amount up to the amount by which the Working Capital Revolving Loan Commitments exceed the Total Utilization of Working Capital Revolving Loan Commitments at the time of such proposed termination or reduction; , provided that any such -------- partial reduction of the Revolving Loan Commitment Amount Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. The Notice of Prepayment Company's notice to Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount Commitments shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice.

Voluntary Reductions of Revolving Loan Commitments. Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 100,000 in excess of that amount. The Notice of Prepayment shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv2.4B(iv)(b)(3). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be be, subject to the proviso set forth in subsection 2.4B(i), irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice.

Voluntary Reductions of Revolving Loan Commitments. Company may, upon not less than three (3) Business Days’ (or such shorter period as approved by Administrative Agent) prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount Amount, unless the Revolving Loan Commitment is reduced to equal the Total Utilization of Revolving Loan Commitments, shall be in an aggregate minimum amount of $1,000,000 2,000,000 and multiples of $500,000 1,000,000 in excess of that amount. The Notice Company’s notice to Administrative Agent (who will promptly notify each Revolving Lender of Prepayment such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share; provided that such notice may be conditional on the effectiveness of another transaction and may be revoked by Company if such condition is not satisfied. Administrative Agent will promptly notify each Revolving Lender of Any such noticevoluntary prepayment shall be applied as specified in subsection 2.4B(iv). Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) The amount of any such Revolving Loan Commitment reduction shall not be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound applied to the Alternative Currency Sublimit, the sublimit for Letters of Credit, the Co-Borrower Sublimit or the sublimit for Swing Line Loans unless otherwise specified by Company. All fees accrued until the effective date of any termination or reduction of the Revolving Loan Commitments referenced in Commitment shall be paid on the effective date of such noticetermination.

Voluntary Reductions of Revolving Loan Commitments. (a) Company may, upon not less than three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. The Notice of Prepayment Company's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. . (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent will (which notice Administrative Agent shall promptly notify transmit to each Revolving Lender of such notice. Any such voluntary reduction of the Lenders), to terminate the entire Revolving Loan Commitment Amount of such Lender so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be applied as specified in deemed modified to reflect such changed Revolving Loan Commitments), and (2) the consents required by subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a refinancing or a transaction that would result in a Change in Control "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and Company 10.3), which shall be bound survive as to the termination or reduction of the Revolving Loan Commitments referenced in such noticeLender.

Voluntary Reductions of Revolving Loan Commitments. Company Any Borrower may, upon not less than three Business Days’ ' prior written or telephonic notice confirmed in writing to the applicable Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice the applicable Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each affected Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, the US Tranche Revolving Loan Commitment Amount Commitments or the CN Tranche Revolving Loan Commitments, as applicable, in an amount up to the amount by which the such US Tranche Revolving Loan Commitment Amount Commitments or CN Tranche Revolving Loan Commitments, as applicable, exceeds the Total Utilization of US Tranche Revolving Loan Commitments or Total Utilization of CN Tranche Revolving Loan Commitments, respectively, at the time of such proposed termination or reduction after giving effect to any payments or prepayments made on the date of such termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount Commitments shall be in an aggregate minimum amount of $US$1,000,000 or CN$500,000 as applicable, and integral multiples of $500,000 US$1,000,000 or CN$500,000 as applicable, in excess of that amount. The Notice of Prepayment Company's or Canadian Borrower's notice to US Administrative Agent or CN Administrative Agent, respectively, shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the applicable Revolving Loan Commitments shall be effective on the date specified in Company’s applicable Borrower's notice and shall reduce the amount of the applicable Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice.

Voluntary Reductions of Revolving Loan Commitments. Company Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $500,000 100,000 in excess of that amount. The Notice Borrower’s notice to Administrative Agent (who will promptly notify each Revolving Lender of Prepayment such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in CompanyBorrower’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender ; provided that if such termination or reduction is being made in reliance upon the closing of another transaction, then such termination or reduction may be contingent upon the closing of such noticeother transaction. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant proportion to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound to the termination or reduction of the each Revolving Loan Commitments referenced in such noticeLender’s Pro Rata Share.

Voluntary Reductions of Revolving Loan Commitments. Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 100,000 in excess of that amount. The Notice of Prepayment shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be be, subject to the proviso set forth in subsection 2.4B(i), irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice.

Voluntary Reductions of Revolving Loan Commitments. (1) Company may, upon not less than three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined notice Agent will promptly transmit by Administrative Agent in its sole discretiontelefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount Commitments shall be in an aggregate minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 in excess of that amount. The Notice of Prepayment Company's notice to Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to by its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender Share of such notice. Any such voluntary reduction reduction. (2) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 11.6B, Company shall have the right, upon five Business Days' written notice to Agent (which notice Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment Amount of such Lender so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to subsection 2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be applied as specified in deemed modified to reflect such changed amounts), and (2) the consents required by subsection 2.4B(iv). All written notices delivered pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered 11.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a refinancing or a transaction that would result in a Change in Control "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 11.2 and Company 11.3), which shall be bound survive as to the termination or reduction of the Revolving Loan Commitments referenced in such noticeLender.

Voluntary Reductions of Revolving Loan Commitments. (a) Company may, upon not less than three Business Days’ ' prior written or telephonic notice confirmed in writing to Administrative Agent, or upon such lesser number of days’ prior Agent (which original written or telephonic notice, as determined by notice Administrative Agent in its sole discretionwill promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time, time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount -------- Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. The Notice of Prepayment Company's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Loan Commitments shall be effective on the date specified in Company’s 's notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. . (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent will (which notice Administrative Agent shall promptly notify transmit to each Revolving Lender of such notice. Any such voluntary reduction of the Lenders), to terminate the entire Revolving Loan Commitment Amount shall be applied of such Lender so long as specified in subsection 2.4B(iv). All written notices delivered (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to this subsection 2.4B(ii) shall be in the form of a Notice of Prepayment2.6D, all notices, whether written or telephonic, delivered pursuant to this subsection 2.4B(ii2.4B(i)(b) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall ------------ be irrevocable unless delivered deemed modified to reflect such changed Revolving Loan Commitments), and (2) the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a refinancing or a transaction that would result in a Change in Control "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and Company 10.3), which shall be bound survive as to the termination or reduction of the Revolving Loan Commitments referenced in such noticeLender.

Voluntary Reductions of Revolving Loan Commitments. Company may, upon not less than three Business Days’ prior written notice by delivery of a Notice of Prepayment to Administrative Agent or upon telephonic notice promptly confirmed in writing by the delivery of a Notice of Prepayment to Administrative Agent, Agent or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Loan Commitment Amount Commitments in an amount up to the amount by which the Revolving Loan Commitment Amount exceeds the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; provided that any such partial reduction of the Revolving Loan Commitment Amount shall be in an aggregate minimum amount of $1,000,000 3,000,000 and multiples of $500,000 1,000,000 in excess of that amount. The Notice Company’s notice to Administrative Agent (who will promptly notify each Revolving Lender of Prepayment such notice) shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction shall be effective on the date specified in Company’s notice and shall reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Administrative Agent will promptly notify each Revolving Lender of such notice. Any such voluntary reduction of the Revolving Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv). All written or telephonic notices delivered pursuant to this subsection 2.4B(ii) shall be in of termination or reduction of the form of a Notice of Prepayment, all notices, whether written or telephonic, Revolving Loan Commitments delivered pursuant to this subsection 2.4B(ii) shall be irrevocable unless delivered in connection with a refinancing or a transaction that would result in a Change in Control and Company shall be bound to the termination or reduction of the Revolving Loan Commitments referenced in such notice.