Common use of Voluntary Termination/Reduction of Commitments Clause in Contracts

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right to: (a) terminate the Total Revolving Commitment, PROVIDED that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lenders), or (y) the Borrower shall pay to the Collateral Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer and the Borrower until the proceeds are applied to the secured obligations); (b) partially and permanently reduce the Total Revolving Commitment, PROVIDED that: (i) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders; (ii) any partial reduction of the Total Revolving Commitment pursuant to this section 4.2(b) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (c) partially and permanently reduce the Swing Line Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000).

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' ’ prior irrevocable written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower Borrowers shall have the right to: (a) terminate in whole the Total Revolving Commitment, PROVIDED provided that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1Section 5.2, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower Borrowers shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lenders), or (y) the Borrower Borrowers shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings Outstandings, and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors Borrowers hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Administrative Agent, each Letter of Credit Issuer and the Borrower Borrowers (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Administrative Agent, each Letter of Credit Issuer and the Borrower Borrowers until the proceeds are applied to the secured obligations); or; (b) partially and permanently reduce the Unutilized Total Revolving Commitment and/or the Swing Line Commitment, PROVIDED that: provided that (i) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders; ; (ii) any partial reduction of the Unutilized Total Revolving Commitment pursuant to this section Section 4.2(b) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (c) partially and permanently reduce the Swing Line Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000500,000 in excess thereof); and (iii) any partial reduction of the Swing Line Commitment pursuant to this Section 4.2(b) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $500,000 in excess thereof).

Voluntary Termination/Reduction of Commitments. Upon (a) At any time and from time to time during the term of this Agreement, upon at least three (3) Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders)Agent, the Borrower may terminate in whole or reduce in part the Total Revolving Credit Commitment, provided that any such partial reduction shall have the right to: be in an 37 aggregate amount of not less than $300,000 or, if greater, shall be in an integral multiple of $100,000 in excess thereof. The amount of any termination or reduction made under this subsection (a) terminate the Total Revolving Commitment, PROVIDED that may not thereafter be reinstated (i) all outstanding Loans are contemporaneously prepaid and any reduction shall be applied in accordance with section 5.1, and (ii) either (A) no Letters inverse order of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lendersscheduled reduction), or (y) the Borrower shall pay to the Collateral Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer and the Borrower until the proceeds are applied to the secured obligations);. (b) partially and permanently reduce On each date set forth below, the Total Revolving Commitment, PROVIDED that: Credit Commitment shall automatically be permanently reduced to the lower of (i) any the amount set forth below opposite such reduction date or (ii) the amount to which the Total Revolving Credit Commitment has been previously reduced pursuant to subsection (a) above or subsection (c) below: Date Credit Commitment June 30, 2000 3,500,000 June 30, 2001 2,000,000 June 30, 2002 0 (c) The Total Revolving Credit Commitment (and each Lender's Revolving Credit Commitment) shall apply to proportionately also be reduced as provided in SECTIONS 7.1(b) below. (d) The Total Revolving Credit Commitment, and permanently reduce the Revolving Credit Commitment of each of Lender, shall terminate in its entirety on the Lenders;Loan Termination Date unless sooner terminated pursuant to subsection (a) above or SECTION 10.1 hereof. (iie) any partial Each reduction of the Total Revolving Credit Commitment pursuant to under this section 4.2(b) Section shall be in applied ratably to the amount Revolving Credit Commitments of at least $5,000,000 (orthe Lenders according to their respective Revolving Credit Commitments. After any such reduction, if greater, in integral multiples of $1,000,000);the fee required under SECTION 3.5 shall be calculated with respect to the reduced Total Revolving Credit Commitment. (iiif) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial Upon each reduction of the Total Revolving CommitmentCredit Commitment under this SECTION 3.2, (x) the Total Revolving Commitment then in effect shall exceed Borrower will pay to the aggregate Agent on the date of such reduction, for the ratable benefit of the Swing Line Commitment then in effect by at least $25,000,000Lenders, and (y) an amount equal to the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loanspositive difference, if any, by at least $25,000,000; of (ci) partially and permanently reduce the Swing Line Commitmentaggregate principal amount outstanding under the Revolving Loans as of such date, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(cminus (ii) shall be in the amount to which the Total Revolving Credit Commitment is being reduced as of at least $1,000,000 (orsuch date, if greater, in integral multiples of $1,000,000)together with any loss or expenses required under SECTION 4.

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right right, without premium or penalty, to: (a) terminate the Total Revolving Commitment, PROVIDED that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lenders), or (y) the Borrower shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower until the proceeds are applied to the secured obligations); (b) terminate the Swing Line Revolving Commitment, PROVIDED that all outstanding Swing Line Revolving Loans are contemporaneously prepaid in accordance with section 5.1; (c) partially and permanently reduce the Unutilized Total General Revolving Commitment, PROVIDED that: that (i) any such reduction shall apply to proportionately and permanently reduce the General Revolving Commitment of each of the Lenders; ; (ii) any partial reduction of the Unutilized Total General Revolving Commitment pursuant to this section 4.2(b4.2(c) shall be in the amount of at least $5,000,000 10,000,000 (or, if greater, in integral multiples of $1,000,000); ; and (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Unutilized Total General Revolving Commitment, (x) the Total General Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Revolving Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000;20,000,000; and/or (cd) partially and permanently reduce the Unutilized Swing Line Revolving Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Revolving Commitment pursuant to this section 4.2(c4.2(d) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000).

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' ’ prior irrevocable written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right to: (a) terminate in whole the Total Revolving Commitment, PROVIDED provided that (i) all outstanding Loans are contemporaneously prepaid in accordance with section Section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lenders), or (y) the Borrower shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Administrative Agent, each Letter of Credit Issuer and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Administrative Agent, each Letter of Credit Issuer and the Borrower until the proceeds are applied to the secured obligations);; or (b) partially and permanently reduce the Unutilized Total Revolving Commitment, PROVIDED that: provided that (i) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders; Lenders and (ii) any partial reduction of the Unutilized Total Revolving Commitment pursuant to this section Section 4.2(b) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (c) partially and permanently reduce the Swing Line Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000).

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' ’ prior irrevocable written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right to: (a) terminate in whole the Total Revolving Commitment, PROVIDED provided that (i) all outstanding Loans are contemporaneously prepaid in accordance with section Section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lenders), or (y) the Borrower shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings Outstandings, and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Administrative Agent, each Letter of Credit Issuer and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Administrative Agent, each Letter of Credit Issuer and the Borrower until the proceeds are applied to the secured obligations);; or (b) partially and permanently reduce the Unutilized Total Revolving Commitment, PROVIDED that: provided that (i) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders; Lenders and (ii) any partial reduction of the Unutilized Total Revolving Commitment pursuant to this section Section 4.2(b) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (c) partially and permanently reduce the Swing Line Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000).

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right right, without premium or penalty, to: (a) terminate the Total Revolving Commitment, PROVIDED that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lenders), or (y) the Borrower shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower until the proceeds are applied to the secured obligations);; and/or (b) partially and permanently reduce the Unutilized Total Revolving Commitment, PROVIDED that: that (i) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders; ; and (ii) any partial reduction of the Unutilized Total Revolving Commitment pursuant to this section 4.2(b) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (c) partially and permanently reduce the Swing Line Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000).

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' prior irrevocable written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right to: (a) terminate in whole the Total Revolving Commitment, PROVIDED provided that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1Section 5.2, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lenders), or (y) the Borrower shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings Outstandings, and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Administrative Agent, each Letter of Credit Issuer and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Administrative Agent, each Letter of Credit Issuer and the Borrower until the proceeds are applied to the secured obligations); or; (b) partially and permanently reduce the Unutilized Total Revolving Commitment and/or the Swing Line Commitment, PROVIDED that: provided that (i) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders; ; (ii) any partial reduction of the Unutilized Total Revolving Commitment pursuant to this section Section 4.2(b) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (c) partially and permanently reduce the Swing Line Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000500,000 in excess thereof); and (iii) any partial reduction of the Swing Line Commitment pursuant to this Section 4.2(b) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $500,000 in excess thereof).

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower Company shall have the right to: (a) terminate the Total Revolving Commitment, PROVIDED provided that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower Company shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Revolving Lenders), or (y) the Borrower Company shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors Company hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower Company (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower Company until the proceeds are applied to the secured obligations); (b) terminate the Total Term Commitment, provided that all outstanding Term Loans are contemporaneously prepaid in accordance with section 5.1; (c) partially and permanently reduce the Unutilized Total Revolving Commitment, PROVIDED that: provided that (i) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders; ; (ii) any partial reduction of the Unutilized Total Revolving Commitment pursuant to this section 4.2(b) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (c) partially and permanently reduce the Swing Line Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 10,000,000 (or, if greater, in integral multiples of $1,000,000); and (iii) after giving effect to any such partial reduction of the Unutilized Total Revolving Commitment, the Unutilized Total Revolving Commitment then in effect shall exceed the then aggregate outstanding principal amount of the Term Loans by at least $10,000,000; and/or (d) after the incurrence of Term Loans on the Closing Date, partially and permanently reduce the Total Term Commitment only by making Scheduled Repayments of Term Loans pursuant to section 5.2, and prepayments of Term Loans pursuant to sections 5.1 and 5.

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right to: (a) terminate the Total Revolving Commitment, PROVIDED that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lenders), or (y) the Borrower shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the any other Letter of Credit Obligors Obligor in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Administrative Agent, each Letter of Credit Issuer and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Administrative Agent, each Letter of Credit Issuer and the Borrower until the proceeds are applied to the secured obligations);; and/or (b) partially and permanently reduce the Unutilized Total Revolving Commitment, PROVIDED that: that (i) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders; ; (ii) any partial reduction of the Unutilized Total Revolving Commitment pursuant to this section 4.2(b) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (c) partially and permanently reduce the Swing Line Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 2,000,000 (or, if greater, in integral multiples of $1,000,000).

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right right, without premium or penalty, to: (a) terminate the Total Revolving Commitment, PROVIDED that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lenders), or (y) the Borrower shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower until the proceeds are applied to the secured obligations);; and/or (b) partially and permanently reduce the Unutilized Total Revolving Commitment, PROVIDED that: that (i) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders; ; and (ii) any partial reduction of the Unutilized Total Revolving Commitment pursuant to this section 4.2(b) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (c) partially and permanently reduce the Swing Line Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000).

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower Borrowers shall have the right right, without premium or penalty, to: (a) terminate the Total Revolving Commitment, PROVIDED that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower Borrowers shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Revolving Lenders), or (y) the Borrower Borrowers shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors Borrowers hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower Borrowers (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower Borrowers until the proceeds are applied to the secured obligationsObligations); (b) terminate the Swing Line Revolving Commitment, PROVIDED that all outstanding Swing Line Revolving Loans are contemporaneously prepaid in accordance with section 5.1; (c) partially and permanently reduce the Unutilized Total General Revolving Commitment, PROVIDED that: that (i) any such reduction shall apply to proportionately and permanently reduce the General Revolving Commitment of each of the Lenders; ; (ii) any partial reduction of the Unutilized Total General Revolving Commitment pursuant to this section 4.2(b4.1(c) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,0005,000,000); ; and (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Unutilized Total General Revolving Commitment, (x) the Total General Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Revolving Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000;20,000,000; and/or (cd) partially and permanently reduce the Unutilized Swing Line Revolving Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Revolving Commitment pursuant to this section 4.2(c4.1(d) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000).

Voluntary Termination/Reduction of Commitments. (a) Upon at least three Business Days' ’ prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent Agents at its their Notice Office (which notice the Administrative Agent Agents shall promptly transmit to each of the Lenders), the Borrower Borrowers shall have the right right, without premium or penalty, to: (ai) terminate the Total Domestic Revolving Commitment and the Total Canadian Revolving Commitment, PROVIDED provided that (i) all outstanding Loans thereunder are contemporaneously prepaid in accordance with section 5.17.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower Borrowers shall contemporaneously either take one of the following actions: (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions reasonably acceptable to each Letter of Credit Issuer and the Required Domestic Facility Lenders or the Required Canadian Facility Lenders, as applicable), or (y) the applicable Borrower shall pay to (1) the Collateral Domestic Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Domestic Facility Letter of Credit Outstandings and (2) the Collateral Canadian Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Canadian Facility Letter of Credit Outstandings, and the Administrative Agents shall hold such payment payments as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors Borrowers hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agents and the Borrower Borrowers (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agents and the Borrower Borrowers until the proceeds are applied to the secured obligationsObligations), or (z) the applicable Borrower shall cause to be issued (1) one or more irrevocable letters of credit to each Letter of Credit Issuer with an aggregate stated amount equal to 100% of the Domestic Facility Letter of Credit Outstandings applicable to Domestic Facility Letters of Credit issued by such Letter of Credit Issuer and (2) one or more irrevocable letters of credit to each Letter of Credit Issuer with an aggregate stated amount equal to 100% of the Canadian Facility Letter of Credit Outstandings applicable to Canadian Facility Letters of Credit issued by such Letter of Credit Issuer, in each case on terms, and from financial institutions, reasonably acceptable to such Letter of Credit Issuer, as security for the reimbursement obligations of the Borrowers hereunder in respect of such Letters of Credit. (b) Upon at least three Business Days’ prior written notice (or telephonic notice confirmed in writing) to the Domestic Administrative Agent at its Notice Office (which notice the Domestic Administrative Agent shall promptly transmit to each of the Lenders), the Borrowers shall have the right, without premium or penalty, to: (i) terminate the Total Domestic Revolving Commitment, provided that (i) all outstanding Domestic Revolving Loans are contemporaneously prepaid in accordance with section 7.1, and (ii) either(A) no Domestic Facility Letters of Credit remain outstanding, or (B) the Domestic Facility Borrowers shall contemporaneously take one of the following actions: (x) cause all outstanding Domestic Facility Letters of Credit to be surrendered for cancellation (any such Domestic Facility Letters of Credit to be replaced by letters of credit issued by other financial institutions reasonably acceptable to the Required Domestic Facility Lenders), (y) the Domestic Facility Borrowers shall pay to the Domestic Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Domestic Facility Letter of Credit Outstandings and the Domestic Administrative Agent shall hold such payment as security for the reimbursement obligations of the Domestic Facility Borrowers hereunder in respect of Domestic Facility Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Domestic Administrative Agent and the Domestic Facility Borrowers (which shall permit certain investments in Cash Equivalents satisfactory to the Domestic Administrative Agent and the Domestic Facility Borrowers until the proceeds are applied to the Obligations), or (z) the applicable Borrower shall cause to be issued one or more irrevocable letters of credit to each Letter of Credit Issuer with an aggregate stated amount equal to 100% of the Domestic Facility Letter of Credit Outstandings applicable to Domestic Facility Letters of Credit issued by such Letter of Credit Issuer on terms, and from financial institutions, reasonably acceptable to such Letter of Credit Issuer, as security for the reimbursement obligations of the Borrowers hereunder in respect of such Domestic Facility Letters of Credit; (bii) terminate the Swing Line Revolving Commitment, provided that all outstanding Swing Line Revolving Loans are contemporaneously prepaid in accordance with section 7.1; (iii) partially and permanently reduce the Unutilized Total Domestic Revolving Commitment, PROVIDED that: provided that (i) any such reduction shall apply to proportionately and permanently reduce the Domestic Revolving Commitment of each of the Domestic Facility Lenders; ; (ii) any partial reduction of the Unutilized Total Domestic Revolving Commitment pursuant to this section 4.2(b6.1(b) shall be in the amount of at least $5,000,000 2,000,000 (or, if greater, in integral multiples of $1,000,000500,000); ; and (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Unutilized Total Domestic Revolving Commitment, (x) the Total Domestic Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Revolving Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000;20,000,000; and/or (civ) partially and permanently reduce the Unutilized Swing Line Revolving Commitment, PROVIDED provided that any partial reduction of the Unutilized Swing Line Revolving Commitment pursuant to this section 4.2(c6.1(b) shall be in the amount of at least $1,000,000 2,000,000 (or, if greater, in integral multiples of $1,000,000500,000). (c) Upon at least three Business Days’ prior written notice (or telephonic notice confirmed in writing) to the Canadian Administrative Agent at its Notice Office (which notice the Canadian Administrative Agent shall promptly transmit to each of the Lenders), the Borrowers shall have the right, without premium or penalty, to: (i) terminate the Total Canadian Revolving Commitment, provided that (i) all outstanding Canadian Revolving Loans are contemporaneously prepaid in accordance with section 7.1 and (ii) either (A) no Canadian Facility Letters of Credit remain outstanding, or (B) the Canadian Facility Borrowers shall contemporaneously take one of the following actions: (x) cause all outstanding Canadian Facility Letters of Credit to be surrendered for cancellation (any such Canadian Facility Letters of Credit to be replaced by letters of credit issued by other financial institutions reasonably acceptable to the Required Canadian Facility Lenders), (y) pay to the Canadian Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Canadian Facility Letter of Credit Outstandings and the Canadian Administrative Agent shall hold such payment as security for the reimbursement obligations of the Canadian Facility Borrowers hereunder in respect of Canadian Facility Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Canadian Administrative Agent and the Canadian Facility Borrowers (which shall permit certain investments in Cash Equivalents satisfactory to the Canadian Administrative Agent and the Canadian Facility Borrowers until the proceeds are applied to the Obligations), or (z) cause to be issued one or more irrevocable letters of credit to each Letter of Credit Issuer with an aggregate stated amount equal to 100% of the Canadian Facility Letter of Credit Outstandings applicable to Canadian Facility Letters of Credit issued by such Letter of Credit Issuer, in each case on terms, and from financial institutions, reasonably acceptable to such Letter of Credit Issuer, as security for the reimbursement obligations of the Borrowers hereunder in respect of such Canadian Facility Letters of Credit; and/or (ii) partially and permanently reduce the Unutilized Total Canadian Revolving Commitment, provided that (i) any such reduction shall apply to proportionately and permanently reduce the Canadian Revolving Commitment of each of the Canadian Facility Lenders; and (ii) any partial reduction of the Unutilized Total Canadian Revolving Commitment pursuant to this section 6.1(c) shall be in the amount of at least CDN$2,000,000 (or, if greater, in integral multiples of CDN$500,000).

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the affected Lenders), the Borrower shall have the right right, without premium or penalty, to: (a) terminate the Total Revolving Commitment, PROVIDED that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation cancellation, or (any such y) if all of the Lenders with General Revolving Commitments are, in their discretion, willing to permit Letters of Credit to be replaced remain outstanding if supported by letters of credit issued by other financial institutions institutions, cause one or more financial institutions, acceptable to each Letter of Credit Issuer and the Required Lenders), to issue letters of credit, satisfactory to the Administrative Agent, in favor of the Administrative Agent, supporting the Letters of Credit remaining outstanding hereunder, or (yz) the Borrower shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower until the proceeds are applied to the secured obligations); (b) terminate the Swing Line Revolving Commitment, PROVIDED that all outstanding Swing Line Revolving Loans are contemporaneously prepaid in accordance with section 5.1; (c) partially and permanently reduce the Unutilized Total General Revolving Commitment, PROVIDED that: that (i) any such reduction shall apply to proportionately and permanently reduce the General Revolving Commitment of each of the Lenders; ; (ii) any partial reduction of the Unutilized Total General Revolving Commitment pursuant to this section 4.2(b4.2(c) shall be in the amount of at least $5,000,000 10,000,000 (or, if greater, in integral multiples of $1,000,000); ; and (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Unutilized Total General Revolving Commitment, (x) the Total General Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Revolving Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000;10,000,000; and/or (cd) partially and permanently reduce the Unutilized Swing Line Revolving Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Revolving Commitment pursuant to this section 4.2(c4.2(d) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000).

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right to: (a) terminate the Total Revolving Commitment, PROVIDED provided that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower Borrowers shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Revolving Lenders), or (y) the Borrower Borrowers shall pay to the Collateral Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Agent shall hold such payment as security for the reimbursement obligations of the Borrower Borrowers and the other Letter of Credit Obligors in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer and the Borrower Borrowers (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer and the Borrower Borrowers until the proceeds are applied to the secured obligations); (b) terminate the Total Term A Commitment, provided that all outstanding Term A Loans are contemporaneously prepaid in accordance with section 5.1; (c) terminate the Total Term B Commitment, provided that all outstanding Term B Loans are contemporaneously prepaid in accordance with section 5.1; (d) terminate the Total Asset Sale Term Commitment, provided that all outstanding Asset Sale Term Loans are contemporaneously prepaid in accordance with section 5.1; (e) partially and permanently reduce the Unutilized Total Revolving Commitment, PROVIDED provided that: (i) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders; (ii) any partial reduction of the Unutilized Total Revolving Commitment pursuant to this section 4.2(b4.2(e) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); (iii) if at such time any Term Loans are outstanding, the Unutilized Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Unutilized Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Unutilized Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (cf) partially and permanently reduce the Unutilized Swing Line Commitment, PROVIDED provided that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c4.2(f) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000); (g) after the incurrence of Term Loans on the Closing Date, partially and permanently reduce the Total Term A Commitment, the Total Term B Commitment, or the Total Asset Sale Term Commitment only by making Scheduled Repayments of Term Loans pursuant to section 5.2, and prepayments of Term Loans pursuant to sections 5.1 and 5.2; and/or (h) terminate any Incremental Term Loan Commitment, provided that all outstanding Incremental Term Loans are contemporaneously prepaid in accordance with section 5.1. The Company may not reduce the Unutilized Total Term A Commitment, the Unutilized Total Term B Commitment, or the Unutilized Total Asset Sale Term Commitment, in whole or in part, prior to the Borrowing of Term Loans on the Closing Date.

Voluntary Termination/Reduction of Commitments. (a) Upon at least three Business Days' ’ prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent Agents at its their Notice Office (which notice the Administrative Agent Agents shall promptly transmit to each of the Lenders), the Borrower Borrowers shall have the right right, without premium or penalty, to: (ai) terminate the Total Domestic Revolving Commitment and the Total Canadian Revolving Commitment, PROVIDED provided that (i) all outstanding Loans thereunder are contemporaneously prepaid in accordance with section 5.17.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower Borrowers shall contemporaneously either take one of the following actions: (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions reasonably acceptable to each Letter of Credit Issuer and the Required Domestic Revolving Facility Lenders or the Required Canadian Facility Lenders, as applicable), or (y) the applicable Borrower shall pay to (1) the Collateral Domestic Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Domestic Facility Letter of Credit Outstandings and (2) the Collateral Canadian Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Canadian Facility Letter of Credit Outstandings, and the Administrative Agents shall hold such payment payments as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors Borrowers hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agents and the Borrower Borrowers (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agents and the Borrower Borrowers until the proceeds are applied to the secured obligationsObligations);, or (z) the applicable Borrower shall cause to be issued (1) one or more irrevocable letters of credit to each Letter of Credit Issuer with an aggregate stated amount equal to 100% of the Domestic Facility Letter of Credit Outstandings applicable to Domestic Facility Letters of Credit issued by such Letter of Credit Issuer and (2) one or more irrevocable letters of credit to each Letter of Credit Issuer with an aggregate stated amount equal to 100% of the Canadian Facility Letter of Credit Outstandings applicable to Canadian Facility Letters of Credit issued by such Letter of Credit Issuer, in each case on terms, and from financial institutions, reasonably acceptable to such Letter of Credit Issuer, as security for the reimbursement obligations of the Borrowers hereunder in respect of such Letters of Credit. (b) partially and permanently reduce Upon at least three Business Days’ prior written notice (or telephonic notice confirmed in writing) to the Total Revolving CommitmentDomestic Administrative Agent at its Notice Office (which notice the Domestic Administrative Agent shall promptly transmit to each of the Lenders), PROVIDED thatthe Borrowers shall have the right, without premium or penalty, to: (i) any such reduction shall apply to proportionately terminate the Total Domestic Revolving Commitment, provided that (i) all outstanding Domestic Revolving Loans are contemporaneously prepaid in accordance with section 7.1, and permanently reduce the Revolving Commitment of each of the Lenders; (ii) any partial reduction either(A) no Domestic Facility Letters of the Total Revolving Commitment pursuant to this section 4.2(b) shall be in the amount of at least $5,000,000 (Credit remain outstanding, or, if greater, in integral multiples of $1,000,000); (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (c) partially and permanently reduce the Swing Line Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000).

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' prior irrevocable written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower Borrowers shall have the right to: (a) terminate in whole the Total Revolving Commitment, PROVIDED provided that (i) all outstanding Loans are contemporaneously prepaid in accordance with section Section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower Borrowers shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lenders), or (y) the Borrower Borrowers shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors Borrowers hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Administrative Agent, each Letter of Credit Issuer and the Borrower Borrowers (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Administrative Agent, each Letter of Credit Issuer and the Borrower Borrowers until the proceeds are applied to the secured obligations);; or (b) partially and permanently reduce the Unutilized Total Revolving Commitment, PROVIDED that: provided that (i) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders; Lenders and (ii) any partial reduction of the Unutilized Total Revolving Commitment pursuant to this section Section 4.2(b) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (c) partially and permanently reduce the Swing Line Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 10,000,000 (or, if greater, in integral multiples of $1,000,000).

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the affected Lenders), the Borrower shall have the right right, without premium or penalty, to: (a) terminate the Total Revolving Commitment, PROVIDED that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required General Revolving Lenders), or (y) the Borrower shall pay to the Collateral Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer Administrative Agent and the Borrower until the proceeds are applied to the secured obligations); (b) terminate the Total Term Loan Commitment, PROVIDED that all outstanding Term Loans are contemporaneously prepaid in accordance with section 5.1; (c) terminate the Swing Line Revolving Commitment, PROVIDED that all outstanding Swing Line Revolving Loans are contemporaneously prepaid in accordance with section 5.1; (d) partially and permanently reduce the Unutilized Total General Revolving Commitment, PROVIDED that: that (i) any such reduction shall apply to proportionately and permanently reduce the General Revolving Commitment of each of the Lenders; ; (ii) any partial reduction of the Unutilized Total General Revolving Commitment pursuant to this section 4.2(b) shall be in the amount of at least $5,000,000 3,000,000 (or, if greater, in integral multiples of $1,000,000500,000); ; and (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Unutilized Total General Revolving Commitment, (x) the Total General Revolving Commitment then in effect shall exceed the aggregate of (x) the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000; (c) partially and permanently reduce the Swing Line Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000).Line

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' ’ prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right to: (a) terminate the Total Revolving Commitment, PROVIDED provided that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lenders)cancellation, or (y) the Borrower shall pay to the Collateral Agent an amount in cash and/or Cash Equivalents equal to 100103% of the Letter of Credit Outstandings and the Collateral Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer the Issuing Bank and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer the Issuing Bank and the Borrower until the proceeds are applied to the secured obligations); (b) partially and permanently reduce the Total Revolving Commitment, PROVIDED provided that: (i) any such reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the Lenders; (ii) any partial reduction of the Total Revolving Commitment pursuant to this section 4.2(b) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,00050,000,000; and (iv) after giving effect to any such partial reduction of the Total Revolving Commitment, (x) the Total Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000 and (z) the resulting Total Revolving Commitment shall exceed the sum of (a) the aggregate principal amount of all Revolving Loans then outstanding plus (y) the aggregate Letter of Credit Outstandings at such time by at least $25,000,000;. (c) partially and permanently reduce the Swing Line Commitment, PROVIDED provided that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(c) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000).

Voluntary Termination/Reduction of Commitments. Upon (a) At any time and from time to time during the term of this Agreement, upon at least three (3) Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders)Agent, the Borrower may terminate in whole or reduce in part the Total Revolving Credit Commitment, provided that any such partial reduction shall have the right to: be in an aggregate amount of not less than $300,000 or, if greater, shall be in an integral multiple of $100,000 in excess thereof. The amount of any termination or reduction made under this subsection (a) terminate the Total Revolving Commitment, PROVIDED that may not thereafter be reinstated (i) all outstanding Loans are contemporaneously prepaid and any reduction shall be applied in accordance with section 5.1, and (ii) either (A) no Letters inverse order of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lendersscheduled reduction), or (y) the Borrower shall pay to the Collateral Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Collateral Agent shall hold such payment as security for the reimbursement obligations of the Borrower and the other Letter of Credit Obligors in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer and the Borrower until the proceeds are applied to the secured obligations);. (b) partially and permanently reduce On each date set forth below, the Total Revolving Commitment, PROVIDED that: Credit Commitment shall automatically be permanently reduced to the lower of (i) any the amount set forth below opposite such reduction date or (ii) the amount to which the Total Revolving Credit Commitment has been previously reduced pursuant to subsection (a) above or subsection (c) below: Date Credit Commitment ---- ----------------- June 30, 2000 3,500,000 June 30, 2001 2,000,000 June 30, 2002 0 (c) The Total Revolving Credit Commitment (and each Lender's Revolving Credit Commitment) shall apply to proportionately also be reduced as provided in SECTIONS 7.1(B) below. (d) The Total Revolving Credit Commitment, and permanently reduce the Revolving Credit Commitment of each of Lender, shall terminate in its entirety on the Lenders;Loan Termination Date unless sooner terminated pursuant to subsection (a) above or SECTION 10.1 hereof. (iie) any partial Each reduction of the Total Revolving Credit Commitment pursuant to under this section 4.2(b) Section shall be in applied ratably to the amount Revolving Credit Commitments of at least $5,000,000 (orthe Lenders according to their respective Revolving Credit Commitments. After any such reduction, if greater, in integral multiples of $1,000,000);the fee required under SECTION 3.5 shall be calculated with respect to the reduced Total Revolving Credit Commitment. (iiif) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial Upon each reduction of the Total Revolving CommitmentCredit Commitment under this SECTION 3.2, (x) the Total Revolving Commitment then in effect shall exceed Borrower will pay to the aggregate Agent on the date of such reduction, for the ratable benefit of the Swing Line Commitment then in effect by at least $25,000,000Lenders, and (y) an amount equal to the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loanspositive difference, if any, by at least $25,000,000; of (ci) partially and permanently reduce the Swing Line Commitmentaggregate principal amount outstanding under the Revolving Loans as of such date, PROVIDED that any partial reduction of the Unutilized Swing Line Commitment pursuant to this section 4.2(cminus (ii) shall be in the amount to which the Total Revolving Credit Commitment is being reduced as of at least $1,000,000 (orsuch date, if greater, in integral multiples of $1,000,000)together with any loss or expenses required under SECTION 4.

Voluntary Termination/Reduction of Commitments. Upon at least three Business Days' ’ prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right right, without premium or penalty, to: (a) terminate the Total Revolving Commitment, PROVIDED provided that (i) all outstanding Loans are contemporaneously prepaid in accordance with section 5.1, 6.1 and (ii) either (A) no Letters of Credit remain outstanding, outstanding or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters letters of Credit credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each Letter of Credit Issuer and the Required Lenders), or (y) the Borrower shall pay to the Collateral Agent an amount in cash and/or Cash Equivalents equal to 100103% of the Letter of Credit Outstandings and the Collateral Agent shall hold such payment as security for the reimbursement obligations of the Borrower and or the other Letter of Credit Obligors obligors in respect of Letters of Credit pursuant to in a cash collateral account pursuant to an agreement to be entered into in form between the Borrower and substance reasonably satisfactory to the Collateral Agent, each Letter of Credit Issuer and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Collateral Agent, each Letter of Credit Issuer and the Borrower until the proceeds are applied to the secured obligations); (b) terminate the Swing Line Revolving Commitment, provided that all outstanding Swing Line Revolving Loans are contemporaneously prepaid in accordance with section 6.1; (c) partially and permanently reduce the Unused Total General Revolving Commitment, PROVIDED provided that: : (i) any such reduction shall apply to proportionately and permanently reduce the General Revolving Commitment of each of the Lenders; ; (ii) any partial reduction of the Unused Total General Revolving Commitment pursuant to this section 4.2(b5.1(c) shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000); ; and (iii) the Total Revolving Commitment as so reduced shall be at least $25,000,000; and (iv) after giving effect to any such partial reduction of the Unused Total General Revolving Commitment, (x) the Total General Revolving Commitment then in effect shall exceed the aggregate of the Swing Line Revolving Commitment then in effect by at least $25,000,000, and (y) the resulting Total Revolving Commitment shall exceed the outstanding Swing Line Loans, if any, by at least $25,000,000;20,000,000; and/or (cd) partially and permanently reduce the Unused Swing Line Revolving Commitment, PROVIDED provided that any partial reduction of the Unutilized Unused Swing Line Revolving Commitment pursuant to this section 4.2(c5.1(d) shall be in the amount of at least $1,000,000 (or, if greater, in integral multiples of $1,000,000).