Common use of Reduction of Commitment Clause in Contracts

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

Reduction of Commitment. (a) Prior to The Borrower shall have the Activation Date, Borrower may right at any time or and from time to time permanently reduce in whole or ratably in part the Commitment of the Banks to an amount not less than the aggregate principal amount of the Loans and Letters of Credit then outstanding, by giving Agent not fewer than three upon five (35) Business Days' noticewritten 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 unborrowed portion of the Total Commitment, provided that any such partial reduction whereupon the Commitments of the Lenders shall be reduced pro rata in an aggregate amount, for all accordance with their respective Commitment Percentages of the Banksamount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of Five Million Dollars ($5,000,000)the Borrower delivered pursuant to this Section 2.3, or any integral multiple the Administrative Agent will notify the Lenders of the substance thereof. Agent shall promptly notify each Bank No reduction of the Commitments of the Lenders may be reinstated. Notwithstanding the provisions of Section 2.2, upon the effective date of each such reduction and such Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of Commitment. After each such reductiontermination, the facility fees payable hereunder Borrower shall be calculated upon pay to the Commitment Administrative Agent for the respective accounts of the Banks as Lenders the full amount of any Facility Fee then accrued and unpaid with respect to the portion of the Total Commitment so reduced; provided that an invoice is provided to the Borrower by the Administrative Agent with respect to such Facility Fee. (b) On In the event that the C20 Acquisition is not completed, or any of the other conditions identified and after the Activation Date: described in clauses (a) through (e) of Section 7.10 are not satisfied, on or prior to November 30, 2002, then, on December 1, 2002, (i) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Revolving Credit Commitments of the Domestic Banks to an amount not less than the Revolving Credit Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all of the Domestic Banks, of Five Million Dollars ($5,000,000), or any integral multiple thereof. Agent shall promptly notify each Domestic Bank of the date of each such reduction and such Domestic Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Revolving Credit Commitments. After each such reduction, the facility fees payable with respect to the Revolving Credit Commitments shall be calculated upon the Revolving Credit Commitments of the Domestic Banks as so reduced; or terminate in full, and (ii) Canadian Borrowers may at any time or from time to time permanently reduce in whole or ratably in part the Canadian Commitments of the Canadian Banks to an amount not less than the CAD Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all of the Canadian Banks, of Five Million Canadian Dollars (CAD 5,000,000), or any integral multiple thereof. Agent Obligations shall promptly notify each Canadian Bank of the date of each such reduction become due and such Canadian Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Canadian Commitments. After each such reduction, the facility fees with respect to the Canadian Commitments shall be calculated upon the Canadian Commitments of the Canadian Banks as so reducedpayable in full. (c) If On each date on which the Borrower and Canadian Borrowers reduce in whole the Commitment is required by Section 2.7(b) to make a mandatory repayment of the BanksLoans, on the effective date of Total Commitment shall be reduced by an amount equal to such reduction (Borrower and Canadian Borrowers having prepaid in full required repayment, whereupon the unpaid principal balance, if any, Commitments of the Notes, together Lenders shall be reduced pro rata in accordance with all interest and facility and other fees accrued and unpaid, and provided that no Letter of Credit Exposure shall exist), all their respective Commitment Percentages of the Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Notes to Borrower and Canadian Borrowers. Any partial amount of the reduction in the Total Commitment, the Revolving Credit Commitments or the Canadian Commitments shall be effective during the remainder of the Commitment Period.

Reduction of Commitment. (a) Prior to The Borrower shall have the Activation Date, Borrower may right at any time or and from time to time permanently upon five Business Days' prior written notice to the Agent to reduce by $5,000,000 or an integral multiple of $500,000 in whole excess thereof or ratably in part to terminate entirely the Commitment unborrowed portion of the Commitments, whereupon (i) the Commitments of the Banks 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, any such reduction to an amount not less than be without penalty (unless such reduction requires repayment of a LIBOR Loan); and (ii) the aggregate principal Swing Loan Commitment and the limitation on the amount of the Loans and outstanding Letters of Credit then outstanding, by giving Agent not fewer than three (3described in Section 2.8(a) Business Days' notice, provided that any such partial reduction shall be reduced in an aggregate amount, for all proportion to the percentage reduction in the Total Commitment. Promptly after receiving any notice of the BanksBorrower delivered pursuant to this Section 2.3, the Agent will notify the Banks of Five Million Dollars ($5,000,000), or any integral multiple the substance thereof. Agent shall promptly notify each Bank of Upon the effective date of each such reduction and such Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of Commitment. After each such reductionor termination, the facility fees payable hereunder Borrower shall be calculated upon pay to the Commitment Agent for the respective accounts of the Banks as so reduced. (b) On and after the Activation Date: (i) Borrower may at full amount of any time or from time to time permanently reduce in whole or ratably in part facility fee under Section 2.2 then accrued on the Revolving Credit Commitments amount of the Domestic Banks to an amount not less than the Revolving Credit Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction. No reduction shall be in an aggregate amount, for all of the Domestic Banks, of Five Million Dollars ($5,000,000), or any integral multiple thereof. Agent shall promptly notify each Domestic Bank of the date of each such reduction and such Domestic Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Revolving Credit Commitments. After each such reduction, the facility fees payable with respect to the Revolving Credit Commitments shall be calculated upon the Revolving Credit Commitments of the Domestic Banks as so reduced; or (ii) Canadian Borrowers may at any time or from time to time permanently reduce in whole or ratably in part the Canadian Commitments of the Canadian Banks to an amount not less than the CAD Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all of the Canadian Banks, of Five Million Canadian Dollars (CAD 5,000,000), or any integral multiple thereof. Agent shall promptly notify each Canadian Bank of the date of each such reduction and such Canadian Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Canadian Commitments. After each such reduction, the facility fees with respect to the Canadian Commitments shall be calculated upon the Canadian Commitments of the Canadian Banks as so reduced. (c) If Borrower and Canadian Borrowers reduce in whole the Commitment of the Banks, on the effective date of such reduction (Borrower and Canadian Borrowers having prepaid in full the unpaid principal balance, if any, of the Notes, together with all interest and facility and other fees accrued and unpaid, and provided that no Letter of Credit Exposure shall exist), all of the Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Notes to Borrower and Canadian Borrowers. Any partial reduction in the Commitment, the Revolving Credit Commitments or the Canadian Commitments shall be effective during the remainder termination of the Commitment Periodmay be reinstated. Notwithstanding the foregoing, unless the Commitments are terminated in full, in no event shall the aggregate Commitments be reduced to less than $200,000,000.00.

Reduction of Commitment. (a) Prior to The Borrower shall have the Activation Date, Borrower may right at any time or and from time to time permanently upon five Business Days’ prior written notice to the Agent to reduce by $5,000,000 or an integral multiple of $500,000 in whole excess thereof or ratably in part to terminate entirely the Commitment unborrowed portion of the Commitments, whereupon the Commitments of the Banks 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, any such reduction to be without penalty (unless such reduction requires repayment of a LIBOR Rate Loan); provided that in no event shall the Total Commitment be reduced below an amount not less than equal to the Outstanding Loans and the aggregate principal amount Letter of Credit Liabilities nor may the Total Commitment be terminated if there are outstanding Letter of Credit Liabilities. Promptly after receiving any notice of the Loans and Letters of Credit then outstandingBorrower delivered pursuant to this §2.3, by giving the Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all will notify the Banks of the Banks, of Five Million Dollars ($5,000,000), or any integral multiple substance thereof. Agent shall promptly notify each Bank of Upon the effective date of each such reduction and such Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of Commitment. After each such reductionor termination, the facility fees payable hereunder Borrower shall be calculated upon pay to the Commitment Agent for the respective accounts of the Banks as so reduced. (b) On and after the Activation Date: (i) Borrower may at full amount of any time or from time to time permanently reduce in whole or ratably in part facility fee under §2.2 then accrued on the Revolving Credit Commitments amount of the Domestic Banks to an amount not less than the Revolving Credit Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction. No reduction shall be in an aggregate amount, for all of the Domestic Banks, of Five Million Dollars ($5,000,000), or any integral multiple thereof. Agent shall promptly notify each Domestic Bank of the date of each such reduction and such Domestic Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Revolving Credit Commitments. After each such reduction, the facility fees payable with respect to the Revolving Credit Commitments shall be calculated upon the Revolving Credit Commitments of the Domestic Banks as so reduced; or (ii) Canadian Borrowers may at any time or from time to time permanently reduce in whole or ratably in part the Canadian Commitments of the Canadian Banks to an amount not less than the CAD Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all of the Canadian Banks, of Five Million Canadian Dollars (CAD 5,000,000), or any integral multiple thereof. Agent shall promptly notify each Canadian Bank of the date of each such reduction and such Canadian Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Canadian Commitments. After each such reduction, the facility fees with respect to the Canadian Commitments shall be calculated upon the Canadian Commitments of the Canadian Banks as so reduced. (c) If Borrower and Canadian Borrowers reduce in whole the Commitment of the Banks, on the effective date of such reduction (Borrower and Canadian Borrowers having prepaid in full the unpaid principal balance, if any, of the Notes, together with all interest and facility and other fees accrued and unpaid, and provided that no Letter of Credit Exposure shall exist), all of the Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Notes to Borrower and Canadian Borrowers. Any partial reduction in the Commitment, the Revolving Credit Commitments or the Canadian Commitments shall be effective during the remainder termination of the Commitment Periodmay be reinstated. Notwithstanding the foregoing, unless the Commitments are terminated in full, in no event shall the aggregate Commitments be reduced to less than $50,000,000.00.

Reduction of Commitment. (a) Prior to Unless previously terminated, the Activation Date, Commitment shall terminate at the end of the Draw Period. The Borrower may at any time or from time to time permanently reduce or terminate the Commitment; provided that (i) each reduction in whole or ratably in part the Commitment shall be a minimum of $50,000,000, and (ii) no reduction in the Commitment will be allowed if a Default is then in existence. The Borrower shall notify the Agent of any election to reduce the Commitment under Section 2.7(b) at least two (2) Business Days prior to the effective date of such reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Agent shall advise the Lenders of the Banks contents thereof. Each notice delivered pursuant to an amount not less than this Section shall be irrevocable. Any reduction of the Commitment shall be permanent. Each reduction in the Commitment shall be made ratably among the Lenders in accordance with their respective Lender Commitments. Unless previously terminated, the Commitment shall be automatically reduced by the aggregate principal amount of any prepayment of the Loans. Unless previously terminated, the Commitment shall be mandatorily reduced as, and to the extent, provided in Section 2.2 (d). Any reduction of the Commitment pursuant to this Section 2.7 shall be permanent and shall be made ratably among the Lenders in accordance with their respective Lender Commitments. Additional Guarantees. From time to time, certain of the direct or indirect owners of legal interests in the Borrower may request to guarantee collection of the unpaid balance of the Loans remaining after application of other recoveries against the Loans by the Agent and Letters the Lenders. If the Borrower notifies the Agent of Credit then outstanding, by giving such a guarantee request and (a) supplies the Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all with the Organizational Documents of the Banks, of Five Million Dollars ($5,000,000), proposed guarantor and any other information regarding the proposed guarantor as reasonably requested by the Agent or any integral multiple thereof. Agent shall promptly notify each Bank of the date of each such reduction Lenders, including any information that the Agent is required to obtain for any guarantor pursuant to applicable Legal Requirements, and such Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of Commitment. After each such reduction, the facility fees payable hereunder shall be calculated upon the Commitment of the Banks as so reduced. (b) On and after so long as the Activation Date: (i) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Revolving Credit Commitments acceptance of the Domestic Banks guarantee from the proposed guarantor does not violate any Legal Requirement applicable to an amount not less than the Revolving Credit Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that or any such partial reduction shall be in an aggregate amount, for all of the Domestic BanksLenders, of Five Million Dollars ($5,000,000)the Agent agrees, or any integral multiple thereof. Agent shall promptly notify each Domestic Bank on behalf of the date of each Lenders, to accept a guarantee from such reduction and such Domestic Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Revolving Credit Commitments. After each such reduction, the facility fees payable with respect to the Revolving Credit Commitments shall be calculated upon the Revolving Credit Commitments of the Domestic Banks as so reduced; or (ii) Canadian Borrowers may at any time or from time to time permanently reduce in whole or ratably in part the Canadian Commitments of the Canadian Banks to an amount not less than the CAD Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all of the Canadian Banks, of Five Million Canadian Dollars (CAD 5,000,000), or any integral multiple thereof. Agent shall promptly notify each Canadian Bank of the date of each such reduction and such Canadian Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Canadian Commitments. After each such reduction, the facility fees with respect to the Canadian Commitments shall be calculated upon the Canadian Commitments of the Canadian Banks as so reduced. (c) If Borrower and Canadian Borrowers reduce in whole the Commitment of the Banks, on the effective date of such reduction (Borrower and Canadian Borrowers having prepaid in full the unpaid principal balance, if any, of the Notes, together with all interest and facility and other fees accrued and unpaid, and provided that no Letter of Credit Exposure shall exist), all of the Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Notes to Borrower and Canadian Borrowers. Any partial reduction proposed guarantor in the Commitment, the Revolving Credit Commitments or the Canadian Commitments shall be effective during the remainder of the Commitment Period.form attached hereto as Exhibit G.

Reduction of Commitment. The Borrower shall have the right, upon at least ten (a10) Prior Business Days' notice to the Activation DateAgent, Borrower may at any time or from time to time permanently reduce terminate in whole or ratably reduce in part the Commitment unused portion of the Banks Commitment, provided that each partial reduction shall be in the amount of at least Three Million Dollars ($3,000,000), and provided further that no reduction shall be permitted if, after giving effect thereto, and to an amount not less than any prepayment made therewith, the aggregate outstanding and unpaid principal amount of the Loans shall exceed the Commitment. Any reduction in part of the unused portion of the Commitments shall be made in the proportion that each Bank's Commitment bears to the total amount of all Bank's Commitments. The Commitments, once reduced or terminated, may not be reinstated. In the event of (a) the occurrence of an Event of Default under Section 8.01 hereof, in that the Borrower fails to pay interest on any Note, and Letters (b) a Bank is unwilling to vote to waive such Event of Credit Default (the "Non-Consenting Bank"), during the continuance of such Event of Default, and (c) if the Majority Banks do not choose to either (i) declare the Banks' obligations to make Loans to be terminated, or (ii) declare the outstanding Notes to be due and payable, then outstandingthe Non-Consenting Bank may, after five (5) Business Days notice to the Agent and the other Banks, limit its Commitment to such Principal Amount as is then owed to said Non-Consenting Bank by giving Agent not fewer than three Borrower; provided, however, that said five (35) Business Days' notice, provided that any such partial reduction notice to the Agent and the other Banks shall not be a condition precedent to the limitation by the Non-Consenting Bank of its Commitment as aforesaid if it has already given said notice but Borrower requests a Revolving Credit Loan after said notice has been given but prior to the expiration of said five (5) days. The Facility Amount shall be in an aggregate amount, for all reduced by the difference between the original Commitment of the Banks, of Five Million Dollars ($5,000,000), or any integral multiple thereof. Agent shall promptly notify each Non-Consenting Bank and the revised Commitment of the date Non-Consenting Bank(s). If, and at such time as Borrower cures said Event of each such reduction and such Bank's proportionate share thereof. If required by Agent, Borrower, Canadian BorrowersDefault, the Non-Consenting Bank shall increase its Commitment to its original Commitment and shall make such payments to those Banks and Agent shall execute an amendment which were willing to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result waive such Event of any such reduction Default (the "Consenting Banks") so that the positions of Commitment. After each such reduction, the facility fees payable all Banks hereunder shall be calculated upon restored and the Commitment of the Banks as so reduced. (b) On and after the Activation Date: (i) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Revolving Credit Commitments of the Domestic Banks to an amount not less than the Revolving Credit Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction Facility Amount shall be in an aggregate amountincreased to the original Facility Amount as if said Event of Default had not occurred. In the event a Non-Consenting Bank chooses to reduce its Commitment as aforesaid, for all of the Domestic Banks, of Five Million Dollars ($5,000,000), or any integral multiple thereof. Agent reduced Commitment amount shall promptly notify each Domestic Bank of the date of each be substituted as such reduction and such Domestic Non-Consenting Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, Commitment during the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result period of any such reduction of the Revolving Credit Commitments. After each such reduction, the facility fees payable with respect to the Revolving Credit Commitments shall be calculated upon the Revolving Credit Commitments of the Domestic Banks as so reduced; or (ii) Canadian Borrowers may at any time or from time to time permanently reduce in whole or ratably in part the Canadian Commitments of the Canadian Banks to an amount not less than the CAD Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all of the Canadian Banks, of Five Million Canadian Dollars (CAD 5,000,000), or any integral multiple thereof. Agent shall promptly notify each Canadian Bank of the date of each such reduction and such Canadian Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Canadian Commitments. After each such reduction, the facility fees with respect to the Canadian Commitments shall be calculated upon the Canadian Commitments of the Canadian Banks as so reduced. (c) If Borrower and Canadian Borrowers reduce in whole the Commitment of the Banks, on the effective date of such reduction (Borrower and Canadian Borrowers having prepaid in full the unpaid principal balance, if any, of the Notes, together with all interest and facility and other fees accrued and unpaid, and provided that no Letter of Credit Exposure shall exist), all of the Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Notes to Borrower and Canadian Borrowers. Any partial reduction in the Commitment, the Revolving Credit Commitments or the Canadian Commitments shall be effective during the remainder of the Commitment Period.

Reduction of Commitment. (a) Prior to The Borrower shall have the Activation Date, Borrower may right at any time or and from time to time permanently reduce in whole or ratably in part the Commitment of the Banks to an amount not less than the aggregate principal amount of the Loans and Letters of Credit then outstanding, by giving Agent not fewer than three upon five (35) Business Days' noticeprior written notice to Agent to permanently and ratably reduce, in whole multiples of $2,500,000 of principal, or terminate the Commitments without penalty or premium, except as hereinafter set forth, provided that any such partial reduction shall be in an aggregate amount, for all of the Banks, of Five Million Dollars ($5,000,000), or any integral multiple thereof. Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of Commitment. After each such reduction, the facility fees payable hereunder shall be calculated upon the Commitment of the Banks as so reduced. (b) On and after the Activation Date: (i) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Revolving Credit Commitments of and the Domestic Banks to an amount not less than the Revolving Credit Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all of the Domestic Banks, of Five Million Dollars ($5,000,000), or any integral multiple thereof. Agent shall promptly notify each Domestic Bank of the date of each such reduction and such Domestic Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Revolving Credit Commitments. After each such reduction, the facility fees payable with respect to the Convertible Revolving Credit Commitments shall be calculated upon reduced by equal amounts and any such reduction or termination shall be accompanied by (a) the payment in full of any Commitment Fee and other fees then accrued on the amount of such reduction or termination (b) prepayment of the Revolving Credit Commitments Notes and the Convertible Revolving Credit Notes (and, if necessary, of the Domestic Banks Swingline Note and any Bid Note(s), together with cash collateralization, if necessary, of the Letters of Credit), together with the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.6 hereof), to the extent that the aggregate amount thereof then outstanding exceeds the Commitments as so reduced; or (ii) Canadian Borrowers may at any time reduced or from time to time permanently reduce in whole or ratably in part terminated. From the Canadian Commitments of the Canadian Banks to an amount not less than the CAD Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all of the Canadian Banks, of Five Million Canadian Dollars (CAD 5,000,000), or any integral multiple thereof. Agent shall promptly notify each Canadian Bank of the effective date of each such reduction and such Canadian Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Canadian Commitments. After each such reductionor termination, the facility fees with respect obligations of Borrower to the Canadian Commitments shall be calculated upon the Canadian Commitments of the Canadian Banks as so reduced. (c) If Borrower and Canadian Borrowers reduce in whole pay the Commitment of Fee shall correspondingly be reduced or cease, as the Banks, on the effective date of such reduction (Borrower and Canadian Borrowers having prepaid in full the unpaid principal balance, if any, of the Notes, together with all interest and facility and other fees accrued and unpaid, and provided that no Letter of Credit Exposure shall exist), all of the Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Notes to Borrower and Canadian Borrowers. Any partial reduction in the Commitment, the Revolving Credit Commitments or the Canadian Commitments shall be effective during the remainder of the Commitment Periodcase may be.

Reduction of Commitment. (a) Prior to The Borrower shall have the Activation Date, Borrower may right at any time or and from time to time permanently upon five (5) Business Days’ prior written notice to the Agent to reduce in whole by $500,000 or ratably in part an integral multiple thereof or terminate entirely the Commitment unborrowed portion of the then Total Commitment, whereupon the Commitments of the Banks shall be reduced pro rata in accordance with their respective Commitment Percentages by the amount specified in such notice or, as the case may be, terminated, provided, however, that if, after giving effect to an amount not less than any reduction of the aggregate principal Total Commitment, the Bid Rate Maximum Amount, the Letter of Credit Sublimit or the Swingline Commitment exceeds the amount of the Loans Total Commitment, then the Bid Rate Maximum Amount, the Letter of Credit Sublimit or the Swingline Commitment, as applicable, shall be automatically reduced by the amount of such excess. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Banks the full amount of the Facility Fee then accrued and unpaid on the amount of the reduction. No reduction or termination of the Commitments may be reinstated. In the event the aggregate Commitments of the Banks have been reduced to zero ($0), no Letters of Credit are then outstandingissued and outstanding hereunder, by giving Agent not fewer than three and the Loans and all other Obligations outstanding or due hereunder have been paid or repaid in full in cash, this Agreement and the revolving credit facility shall automatically terminate (3) Business Days' notice, provided that any except as to those provisions hereof which expressly survive such partial reduction shall be in an aggregate amount, for all of the Banks, of Five Million Dollars ($5,000,000termination), or any integral multiple thereofunless otherwise agreed to in writing by the Agent and the Borrower. Agent shall promptly notify provide each Bank with copies of the date of each such reduction and such Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate notices received by Agent as a result of any such reduction of Commitment. After each such reduction, the facility fees payable hereunder shall be calculated upon the Commitment of the Banks as so reducedfrom Borrower under this §2.7. (b) On and after the Activation Date: (i) Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Revolving Credit Commitments of the Domestic Banks to an amount not less than the Revolving Credit Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all of the Domestic Banks, of Five Million Dollars ($5,000,000), or any integral multiple thereof. Agent shall promptly notify each Domestic Bank of the date of each such reduction and such Domestic Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Revolving Credit Commitments. After each such reduction, the facility fees payable with respect to the Revolving Credit Commitments shall be calculated upon the Revolving Credit Commitments of the Domestic Banks as so reduced; or (ii) Canadian Borrowers may at any time or from time to time permanently reduce in whole or ratably in part the Canadian Commitments of the Canadian Banks to an amount not less than the CAD Exposure, by giving Agent not fewer than three (3) Business Days' notice, provided that any such partial reduction shall be in an aggregate amount, for all of the Canadian Banks, of Five Million Canadian Dollars (CAD 5,000,000), or any integral multiple thereof. Agent shall promptly notify each Canadian Bank of the date of each such reduction and such Canadian Bank's proportionate share thereof. If required by Agent, Borrower, Canadian Borrowers, the Banks and Agent shall execute an amendment to this Agreement to make any conforming changes deemed necessary or appropriate by Agent as a result of any such reduction of the Canadian Commitments. After each such reduction, the facility fees with respect to the Canadian Commitments shall be calculated upon the Canadian Commitments of the Canadian Banks as so reduced. (c) If Borrower and Canadian Borrowers reduce in whole the Commitment of the Banks, on the effective date of such reduction (Borrower and Canadian Borrowers having prepaid in full the unpaid principal balance, if any, of the Notes, together with all interest and facility and other fees accrued and unpaid, and provided that no Letter of Credit Exposure shall exist), all of the Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Notes to Borrower and Canadian Borrowers. Any partial reduction in the Commitment, the Revolving Credit Commitments or the Canadian Commitments shall be effective during the remainder of the Commitment Period.