Common use of Reduction of Commitment Clause in Contracts

Reduction of Commitment. The Borrowers shall have the right, at any time and from time to time upon five (5) Business Days written notice to the Administrative Agent, to reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or terminate entirely the Total Commitment, whereupon the Commitments of the Revolving Credit Lenders shall be reduced PRO RATA in accordance with their respective Commitment Percentages of the amount specified in such notice, or as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this ss.2.4, the Administrative Agent will notify the Revolving Credit Lenders of the substance thereof. If the Borrowers repay or prepay all outstanding Revolving Credit Loans or the Total Commitment is reduced or terminated during the period commencing on the Closing Date and ending on the second anniversary of the Closing Date in a single transaction or series of related transactions, the Borrowers shall pay to the Administrative Agent a premium in an amount equal to the Commitment Reduction Fee of the amount of the reduction of the Total Commitment or on the amount of the Total Commitment immediately prior to such repayment or prepayment or the first of a related series of prepayments or repayments, as the case may be (the "REVOLVING CREDIT EARLY TERMINATION FEE"); PROVIDED, HOWEVER, no Revolver Early Termination Fee shall be due if the Total Commitment is terminated in connection with the Borrowers entering into a new credit facility agented by the FRFI. No reduction or termination of the Total Commitment may be reinstated. The "COMMITMENT REDUCTION FEE" shall be one percent (1%); PROVIDED, HOWEVER, if an Approved Recapitalization has occurred, the Commitment Reduction Fee shall be one-half of one percent (0.5%) during the period from the date of the Approved Recapitalization through the day which is ninety (90) days following the Closing Date.

Reduction of Commitment. The Borrowers shall have the right, (a) Borrower may at any time and or from time to time upon five permanently reduce in whole or ratably in part the Tranche A Commitment to an amount not less than the then existing Tranche A Exposure by giving Agent not fewer than three (53) Business Days written Days' notice to the Administrative Agentof such reduction, to reduce by $5,000,000 or provided that any such partial reduction shall be in an integral multiple of $1,000,000 in excess thereofaggregate amount, or terminate entirely the Total Commitment, whereupon the Commitments for all of the Revolving Credit Lenders Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall be reduced PRO RATA in accordance with their respective Commitment Percentages promptly notify each Bank of the amount specified in such notice, or as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this ss.2.4, the Administrative Agent will notify the Revolving Credit Lenders of the substance thereof. If the Borrowers repay or prepay all outstanding Revolving Credit Loans or the Total Commitment is reduced or terminated during the period commencing on the Closing Date and ending on the second anniversary of the Closing Date in a single transaction or series of related transactions, the Borrowers shall pay to the Administrative Agent a premium in an amount equal to the Commitment Reduction Fee of the amount of the reduction of the Total Commitment or on the amount of the Total Commitment immediately prior to such repayment or prepayment or the first of a related series of prepayments or repayments, as the case may be (the "REVOLVING CREDIT EARLY TERMINATION FEE"); PROVIDED, HOWEVER, no Revolver Early Termination Fee shall be due if the Total Commitment is terminated in connection with the Borrowers entering into a new credit facility agented by the FRFI. No reduction or termination of the Total Commitment may be reinstated. The "COMMITMENT REDUCTION FEE" shall be one percent (1%); PROVIDED, HOWEVER, if an Approved Recapitalization has occurred, the Commitment Reduction Fee shall be one-half of one percent (0.5%) during the period from the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the Approved Recapitalization through facility fees payable hereunder shall be calculated upon the day which is ninety Tranche A Commitment as so reduced. If Borrower reduces in whole the Tranche A Commitment, on the effective date of such reduction (90Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche A Notes and the Tranche A Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid), all of the Tranche A Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche A Notes to Borrower. Any partial reduction in the Tranche A Commitment shall be effective during the remainder of the applicable Commitment Period. (b) days following Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Closing DateTranche B Commitment to an amount not less than the then existing Tranche B Exposure by giving Agent not fewer than three (3) Business Days' notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Tranche B Commitment as so reduced. If Borrower reduces in whole the Tranche B Commitment, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Tranche B Notes and the Tranche B Swing Line Exposure, together with all interest and facility and other fees accrued and unpaid; and provided no Tranche B Loan has been converted to a Term Loan), all of the Tranche B Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Tranche B Notes to Borrower. Any partial reduction in the Tranche B Commitment shall be effective during the remainder of the applicable Commitment Period.

Reduction of Commitment. The Borrowers shall have the right(i) Upon at least five Business Days prior written notice to Administrative Agent, Borrower may at any time and from time to time upon five (5) Business Days written notice to the Administrative Agent, to permanently reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or terminate entirely the Total Commitment, whereupon the Commitments of the Revolving Credit Lenders shall Loan Note Amount, but: (A) each reduction must be reduced PRO RATA in accordance with their respective Commitment Percentages of the amount specified in such notice, or as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this ss.2.4, the Administrative Agent will notify the Revolving Credit Lenders of the substance thereof. If the Borrowers repay or prepay all outstanding Revolving Credit Loans or the Total Commitment is reduced or terminated during the period commencing on the Closing Date and ending on the second anniversary of the Closing Date in a single transaction or series of related transactions, the Borrowers shall pay to the Administrative Agent a premium in an amount equal to an integral multiple of One Hundred Thousand Dollars ($100,000); (B) if, after giving effect to the Commitment Reduction Fee reduction, the Obligations outstanding under the Revolving Loan would exceed the Revolving Loan Note Amount, Borrower must, as a condition to the effectiveness of the reduction, prepay the Obligations outstanding under the Revolving Loan by an amount equal to that excess; (C) as a condition to the effectiveness of the reduction reduction, Borrower must pay to Administrative Agent, for the ratable benefit of the Total Commitment or on the amount of the Total Commitment immediately prior Lenders, any fee accrued to such repayment or prepayment or the first of a related series of prepayments or repayments, as the case may be (the "REVOLVING CREDIT EARLY TERMINATION FEE"); PROVIDED, HOWEVER, no Revolver Early Termination Fee shall be due if the Total Commitment is terminated in connection with the Borrowers entering into a new credit facility agented by the FRFI. No reduction or termination of the Total Commitment may be reinstated. The "COMMITMENT REDUCTION FEE" shall be one percent (1%); PROVIDED, HOWEVER, if an Approved Recapitalization has occurred, the Commitment Reduction Fee shall be one-half of one percent (0.5%) during the period from the date of such reduction and unpaid under Section 1.14(a); and (D) once it has become effective, no reduction in the Approved Recapitalization through Revolving Loan Note Amount can be withdrawn or restored. (ii) In the day which event of a Defaulting Lender, and as long as no Event of Default exists, Borrower, at its election may terminate such Defaulting Lender’s Percentage Share of the Borrowing Base hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Percentage Share of the Borrowing Base, (B) Borrower shall pay all amounts owed by Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender and accrued Commitment Fees but specifically excluding any Breakage Costs as result of such payment of Advances), and (C) unless otherwise consented to by Administrative Agent, a Defaulting Lender’s Percentage Share of the Borrowing Base may be terminated by Borrower under this Section 1.2(d)(ii) if and only if at such time, Borrower has elected, or is ninety then electing, to terminate the Percentage Share of the Borrowing Base of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of Borrower’s election to terminate a Defaulting Lender’s Percentage Share of the Borrowing Base pursuant to this Section 1.2(d)(ii) and the payment of amounts required to be made by Borrower under clause (90B) days following above, (x) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 1.15 and 7.4 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (y) such Defaulting Lender’s Percentage Share of the Closing DateBorrowing Base shall be deemed terminated, and (z) such Defaulting Lender shall be relieved of its obligations hereunder other than its obligations under Section 7.4 with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder; provided that, any such termination will not be deemed to be a waiver or release of any claim by Borrower, Administrative Agent or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, an election by Borrower to terminate a Defaulting Lender’s Percentage Share of the Borrowing Base pursuant to this Section 1.2(d)(ii) shall permanently decrease the Borrowing Base unless and until an increase is made pursuant to this Section 1.2(b).

Reduction of Commitment. The Borrowers shall have the right, at any time and from time to time upon five (5) Business Days prior written notice to the Administrative Agent, to reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or terminate entirely the Total Revolving Commitment, whereupon the Commitments of the Revolving Credit Lenders shall be reduced PRO RATA in accordance with their respective Commitment Percentages of the amount specified in such notice, or as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this ss.2.4Section 2.4, the Administrative Agent will notify the Revolving Credit Lenders of the substance thereof. If the Borrowers repay or prepay all outstanding Revolving Credit Loans Loans, or the Total Revolving Commitment is reduced or terminated terminated, during the period commencing on the Closing Date and ending on the second anniversary of date which is ninety (90) days prior to the Closing Maturity Date in a single transaction or series of related transactions, the Borrowers shall pay to the Administrative Agent a premium in an amount equal to the Commitment Reduction Fee of MULTIPLIED BY the amount of the reduction of the Total Revolving Commitment if the Total Revolving Commitment is not terminated or on the amount of the Total Revolving Commitment immediately prior to such repayment or prepayment or the first of a such related series of prepayments or repayments, as the case may be (the "each a “REVOLVING CREDIT EARLY TERMINATION FEE"”); PROVIDED, HOWEVER, no Revolver Revolving Credit Early Termination Fee shall be due if the Total Revolving Commitment is terminated and Obligations hereunder are paid in connection with the Borrowers entering into a new credit facility agented by the FRFIAgent. No reduction or termination of the Total Revolving Commitment may be reinstated. The "“COMMITMENT REDUCTION FEE" ” shall be two percent (2%) if such reduction or termination occurs prior to the first anniversary of the Closing Date, or one percent (1%); PROVIDED, HOWEVER, ) if an Approved Recapitalization has occurred, such reduction or termination occurs on or after the Commitment Reduction Fee shall be one-half first anniversary of one percent (0.5%) during the period from the date of the Approved Recapitalization through the day which is ninety (90) days following the Closing Date.

Reduction of Commitment. The Borrowers shall have the right, at any time and from time to time upon five (5) Business Days written notice to the Administrative Agent, to reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or terminate entirely the Total Commitment, whereupon the Commitments of the Revolving Credit Lenders shall be reduced PRO RATA pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice, or as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this ss.2.4, the Administrative Agent will notify the Revolving Credit Lenders of the substance thereof. If the Borrowers repay or prepay all outstanding Revolving Credit Loans or the Total Commitment is reduced or terminated during the period commencing on the Closing Date and ending on the second anniversary of the Closing Date in a single transaction or series of related transactions, then, in view of the impracticality and extreme difficulty of ascertaining the actual amount of damages to Revolving Credit Lenders or profits lost by the Revolving Credit Lenders as a result thereof, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Revolving Credit Lenders, the Borrowers shall pay to the Administrative Agent a premium in an amount equal to the Commitment Reduction Fee of the amount of the reduction of the Total Commitment or on the amount of the Total Commitment immediately prior to such repayment or prepayment or the first of a related series of prepayments or repayments, as the case may be (the "REVOLVING CREDIT EARLY TERMINATION FEERevolving Credit Early Termination Fee"); PROVIDED, HOWEVER, no Revolver Early Termination Fee shall be due if the Total Commitment is terminated in connection with the Borrowers entering into a new credit facility agented by the FRFI. No reduction or termination of the Total Commitment may be reinstated. The "COMMITMENT REDUCTION FEECommitment Reduction Fee" shall be (i) three percent (3%) for the period commencing on the Closing Date through the first anniversary of the Closing Date, (ii) two percent (2%) for the period commencing on the first anniversary of the Closing Date through the second anniversary of the Closing Date and (iii) one percent (1%); PROVIDED, HOWEVER, if an Approved Recapitalization has occurred, the Commitment Reduction Fee shall be one-half of one percent (0.5%) during the period from the date of the Approved Recapitalization through the day which is ninety (90) days following the Closing Datethereafter.

Reduction of Commitment. The Borrowers shall have the right(i) Upon at least five Business Days prior written notice to Administrative Agent, Borrower may at any time and from time to time upon five (5) Business Days written notice to permanently reduce the Administrative Agent, to reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or terminate entirely the Total Revolving Loan Maximum Commitment, whereupon the Commitments of the Revolving Credit Lenders shall but: (A) each reduction must be reduced PRO RATA in accordance with their respective Commitment Percentages of the amount specified in such notice, or as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this ss.2.4, the Administrative Agent will notify the Revolving Credit Lenders of the substance thereof. If the Borrowers repay or prepay all outstanding Revolving Credit Loans or the Total Commitment is reduced or terminated during the period commencing on the Closing Date and ending on the second anniversary of the Closing Date in a single transaction or series of related transactions, the Borrowers shall pay to the Administrative Agent a premium in an amount equal to an integral multiple of One Hundred Thousand Dollars ($100,000); (B) if, after giving effect to the Commitment Reduction Fee reduction, the Obligations outstanding under the Revolving Loan would exceed the Revolving Loan Maximum Commitment, Borrower must, as a condition to the effectiveness of the reduction, prepay the Obligations outstanding under the Revolving Loan by an amount equal to that excess; (C) as a condition to the effectiveness of the reduction reduction, Borrower must pay to Administrative Agent, for the ratable benefit of the Total Commitment or on the amount of the Total Commitment immediately prior Lenders, any fee accrued to such repayment or prepayment or the first of a related series of prepayments or repayments, as the case may be (the "REVOLVING CREDIT EARLY TERMINATION FEE"); PROVIDED, HOWEVER, no Revolver Early Termination Fee shall be due if the Total Commitment is terminated in connection with the Borrowers entering into a new credit facility agented by the FRFI. No reduction or termination of the Total Commitment may be reinstated. The "COMMITMENT REDUCTION FEE" shall be one percent (1%); PROVIDED, HOWEVER, if an Approved Recapitalization has occurred, the Commitment Reduction Fee shall be one-half of one percent (0.5%) during the period from the date of such reduction and unpaid under Section 1.15(a); and (D) once it has become effective, no reduction in the Approved Recapitalization through Revolving Loan Maximum Commitment can be withdrawn or restored. (ii) In the day which event of a Defaulting Lender, and as long as no Event of Default exists, Borrower, at Borrower’s election may elect to terminate such Defaulting Lender’s Percentage Share of the Borrowing Base hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Percentage Share of the Borrowing Base, (B) Borrower shall pay all amounts owed by Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender and accrued Commitment Fees but specifically excluding any Breakage Costs as result of such payment of Advances), and (C) unless otherwise consented to by Administrative Agent, a Defaulting Lender’s Percentage Share of the Borrowing Base may be terminated by Borrower under this Section 1.2(d)(ii) if and only if at such time, Borrower has elected, or is ninety then electing, to terminate the Percentage Share of the Borrowing Base of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of Borrower’s election to terminate a Defaulting Lender’s Percentage Share of the Borrowing Base pursuant to this Section 1.2(d)(ii) and the payment of amounts required to be made by Borrower under clause (90B) days following above, (x) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 1.17 and 7.4 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (y) such Defaulting Lender’s Percentage Share of the Closing DateBorrowing Base shall be deemed terminated, and (z) such Defaulting Lender shall be relieved of its obligations hereunder other than its obligations under Section 7.4 with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder; provided that, any such termination will not be deemed to be a waiver or release of any claim by Borrower, Administrative Agent or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, an election by Borrower to terminate a Defaulting Lender’s Percentage Share of the Borrowing Base pursuant to this Section 1.2(d)(ii) shall permanently decrease the Borrowing Base unless and until an increase is made pursuant to this Section 1.2(b).

Reduction of Commitment. The Borrowers shall have the right(i) Upon at least five Business Days prior written notice to Administrative Agent, Borrower may at any time and from time to time upon five (5) Business Days written notice to the Administrative Agent, to permanently reduce by $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or terminate entirely the Total Commitment, whereupon the Commitments of the Revolving Credit Lenders shall Loan Note Amount, but: (A) each reduction must be reduced PRO RATA in accordance with their respective Commitment Percentages of the amount specified in such notice, or as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this ss.2.4, the Administrative Agent will notify the Revolving Credit Lenders of the substance thereof. If the Borrowers repay or prepay all outstanding Revolving Credit Loans or the Total Commitment is reduced or terminated during the period commencing on the Closing Date and ending on the second anniversary of the Closing Date in a single transaction or series of related transactions, the Borrowers shall pay to the Administrative Agent a premium in an amount equal to an integral multiple of One Hundred Thousand Dollars ($100,000); (B) if, after giving effect to the Commitment Reduction Fee reduction, the Obligations outstanding under the Revolving Loan would exceed the Revolving Loan Note Amount, Borrower must, as a condition to the effectiveness of the reduction, prepay the Obligations outstanding under the Revolving Loan by an amount equal to that excess; (C) as a condition to the effectiveness of the reduction reduction, Borrower must pay to Administrative Agent, for the ratable benefit of the Total Commitment or on the amount of the Total Commitment immediately prior Lenders, any fee accrued to such repayment or prepayment or the first of a related series of prepayments or repayments, as the case may be (the "REVOLVING CREDIT EARLY TERMINATION FEE"); PROVIDED, HOWEVER, no Revolver Early Termination Fee shall be due if the Total Commitment is terminated in connection with the Borrowers entering into a new credit facility agented by the FRFI. No reduction or termination of the Total Commitment may be reinstated. The "COMMITMENT REDUCTION FEE" shall be one percent (1%); PROVIDED, HOWEVER, if an Approved Recapitalization has occurred, the Commitment Reduction Fee shall be one-half of one percent (0.5%) during the period from the date of such reduction and unpaid under Section 1.13(a); and (D) once it has become effective, no reduction in the Approved Recapitalization through Revolving Loan Note Amount can be withdrawn or restored. (ii) In the day which event of a Defaulting Lender, and as long as no Event of Default exists, Borrower, at its election may terminate such Defaulting Lender’s Percentage Share of the Borrowing Base hereunder; provided that (A) such termination must be of the Defaulting Lender’s entire Percentage Share of the Borrowing Base, (B) Borrower shall pay all amounts owed by Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender and accrued Commitment Fees but specifically excluding any Breakage Costs as result of such payment of Advances), and (C) unless otherwise consented to by Administrative Agent, a Defaulting Lender’s Percentage Share of the Borrowing Base may be terminated by Borrower under this Section 1.2(d)(ii) if and only if at such time, Borrower has elected, or is ninety then electing, to terminate the Percentage Share of the Borrowing Base of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of Borrower’s election to terminate a Defaulting Lender’s Percentage Share of the Borrowing Base pursuant to this Section 1.2(d)(ii) and the payment of amounts required to be made by Borrower under clause (90B) days following above, (x) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 1.14 and 7.4 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (y) such Defaulting Lender’s Percentage Share of the Closing DateBorrowing Base shall be deemed terminated, and (z) such Defaulting Lender shall be relieved of its obligations hereunder other than its obligations under Section 7.4 with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder; provided that, any such termination will not be deemed to be a waiver or release of any claim by Borrower, Administrative Agent or any Lender may have against such Defaulting Lender. Notwithstanding anything herein to the contrary, an election by Borrower to terminate a Defaulting Lender’s Percentage Share of the Borrowing Base pursuant to this Section 1.2(d)(ii) shall permanently decrease the Borrowing Base unless and until an increase is made pursuant to this Section 1.2(b).

Reduction of Commitment. The Borrowers may at any time, or from time to time, upon not less than thirty (30) Business Days' prior notice to the Agent, in whole permanently and irrevocably terminate, or from time to time, in part permanently and irrevocably reduce the Credit Commitment ratably among the Lenders in accordance with the amounts of their respective Commitment. The Commitment shall have the rightnot, however, be reduced at any time and from time to time upon five (5) Business Days written notice an amount less than the Loans outstanding under the Commitment at such time. A. Each partial reduction of the Commitment shall be in a minimum of $100,000.00, or integral multiples thereof. B. Each reduction must be accompanied by prepayment of the Note to the Administrative Agent, to reduce by $5,000,000 or an integral multiple extent that the aggregate principal amount of $1,000,000 in excess thereof, or terminate entirely the Total Note then outstanding exceeds the Commitment, whereupon as so reduced, together with interest on the Commitments principal sum so prepaid. C. Simultaneously with any termination or reduction of the Revolving Credit Lenders shall be reduced PRO RATA in accordance with their respective Commitment Percentages of the amount specified in such notice, or as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this ss.2.4Section (not including, the Administrative Agent will notify the Revolving Credit Lenders of the substance thereof. If the Borrowers repay or prepay all outstanding Revolving Credit Loans or the Total Commitment is reduced or terminated during the period commencing on the Closing Date and ending on the second anniversary of the Closing Date in a single transaction or series of related transactionshowever, Section 2.6.D), the Borrowers shall pay to the Administrative Agent a premium in an amount equal to Lenders, (i) the Commitment Reduction Fee due and owing through and including the date of the amount of the such termination or reduction of the Total Commitment or on the amount of the Total Commitment immediately prior so terminated or reduced, and (ii) the Pre- payment Charge on the amount of the Commitment so terminated or reduced. In any instance, the Borrowers shall pay the Consequential Loss if applicable. No Prepayment Charge shall, however, be due and owing by the Borrowers pursuant to this Section for any termination or reduction of the Commitment after January 31, 1999. D. The Commitment shall be permanently reduced on each date that a prepayment of principal of the Loans is required pursuant to Section 3.7.A.(3) or Section 3.7.A.(4) by the amount of each such repayment or prepayment or required prepayment. In any event, the first Commitment of a related series of prepayments or repaymentsthe Lenders shall automatically and permanently terminate on the Commitment Termination Date, as the case may be (the "REVOLVING CREDIT EARLY TERMINATION FEE"); PROVIDED, HOWEVER, no Revolver Early Termination Fee and all Loans still outstanding on such date shall be due if the Total Commitment is terminated and payable in connection full together with the Borrowers entering into a new credit facility agented by the FRFI. No reduction or termination of the Total Commitment may be reinstated. The "COMMITMENT REDUCTION FEE" shall be one percent (1%); PROVIDED, HOWEVER, if an Approved Recapitalization has occurred, the Commitment Reduction Fee shall be one-half of one percent (0.5%) during the period from the date of the Approved Recapitalization through the day which is ninety (90) days following the Closing Dateaccrued interest thereon.