Common use of Reduction of Commitments Clause in Contracts

Reduction of Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative shall have the one-time right, at any time prior to the date that is two (2) years following the Closing Date, upon written notice to the Administrative Agent, to permanently reduce the Aggregate Committed Amount. Once decreased, the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction of the following conditions: (i) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction or termination; (ii) the Commitments may not be reduced to an amount less than the Obligations then outstanding. The Administrative Agent will give prompt notice to the Lenders of any such reduction in Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Commitment Percentage thereof. All commitment or other fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination; (iii) effective upon such reduction, the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to Administrative Agent at the time of the reduction, for the account of the Lenders, a reduction fee in an amount equal to (a) one percent (1%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith.

Reduction of Commitments. Subject to the terms and conditions set forth herein, the (i) Borrower Representative shall have the one-time right, may at any time prior permanently terminate, or from time to time permanently reduce, the DSR LC Commitments or Security Fund LC Commitments; provided that (A) each reduction of the DSR LC Commitments or Security Fund LC Commitments, as applicable, shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000 (or, if less, the remaining amount of the DSR LC Commitments or Security Fund LC Commitments, as applicable), (B) Borrower shall not voluntarily terminate or reduce the DSR LC Commitments or Security Fund LC Commitments, if, after giving effect to any concurrent prepayment of DSR LC Loans or Security Fund LC Loans or termination and cancellation of any DSR Letter of Credit or Security Fund LC, as applicable, in accordance with this Section 2.1.6, the DSR LC Exposure or Security Fund LC Exposure, as applicable, would exceed the total DSR LC Commitments or Security Fund LC Commitments, as applicable, and (C) Borrower shall not voluntarily terminate or reduce the DSR LC Commitments unless, after giving effect thereto, the Debt Service Reserve Account remains funded up to the date that is two (2) years following the Closing Date, upon written notice to the Administrative Agent, to permanently reduce the Aggregate Committed Amount. Once decreased, the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction of the following conditions: (i) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction or termination;DSR Required Balance. (ii) the Commitments may not be reduced to an amount less than the Obligations then outstanding. The Borrower shall notify Administrative Agent will give prompt notice to the Lenders in writing of any such reduction in Commitments. Any reduction of election to terminate or reduce Commitments under the Aggregate Commitments shall be applied foregoing clause at least three Banking Days prior to the Commitment of each Lender according to its Commitment Percentage thereof. All commitment or other fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination; (iii) effective upon such termination or reduction, specifying such election and the Collateral Value Amount effective date thereof. Promptly following receipt of any such notice, Administrative Agent shall not advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this clause (ii) shall be less than irrevocable. Any termination or reduction of Commitments shall be permanent; provided that a notice of termination of Commitments delivered by Borrower may state that such notice is conditioned upon the reduced Aggregate Committed Amount; and effectiveness of other credit facilities, in which case such notice may be revoked by Borrower (iv) Borrowers shall pay by notice to Administrative Agent at on or prior to the time specified effective date) if such condition is not satisfied. Each reduction of Commitments shall be made ratably among the reduction, for the account of the Lenders, a reduction fee in an amount equal to (a) one percent (1%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease Lenders participating in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders applicable Loan facility in connection therewithaccordance with their respective Proportionate Shares.

Reduction of Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative The Borrowers shall have the one-time right, at any time and from time to time after the Agreement Date and prior to the date that is two (2) years following the Closing Maturity Date, upon at least ten (10) Business Days’ prior written notice (which such notice may be be conditioned upon the effectiveness of other credit facilities or another event) to the Revolving Facility Administrative Agent, without premium or penalty, to cancel or reduce permanently reduce the Aggregate Committed Amount. Once decreased, the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction all or a portion of the following conditions: Revolving Loan Commitment on a pro rata basis among the Lenders in accordance with their respective Commitment Ratios; provided, that (i) any such notice partial reduction be made in an amount not less than $1,000,000 and in integral multiples of $1,000,000 in excess thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction or termination; and (ii) the Commitments Revolving Loan Commitment may not be reduced to an amount less than below the then outstanding Letter of Credit Obligations then outstanding. The Administrative Agent will give prompt notice to the Lenders of any such reduction unless in Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Commitment Percentage thereof. All commitment or other fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination; compliance with subsection (iii) effective upon below. As of the date of cancellation or reduction set forth in such reductionnotice, the Collateral Value Amount Revolving Loan Commitment shall not be less than permanently canceled or reduced to the reduced Aggregate Committed Amount; and (iv) amount stated in the Administrative Borrower’s notice for all purposes herein, and the Borrowers shall (i) pay to the Revolving Facility Administrative Agent at the time of the reduction, for the account of the LendersLenders the amount necessary to repay in full the principal amount of the Agent Advances, a Swing Line Loans and Revolving Loans or reduce the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans then outstanding to not more than the amount of the Revolving Loan Commitment as so reduced, together with accrued unpaid interest on the amount so prepaid and the Unused Line Fee accrued through the date of the reduction fee with respect to the amount reduced, and (ii) reimburse the Revolving Facility Administrative Agent and the Lenders for any Funding Loss or reasonable out-of-pocket expense incurred by any of them in connection with such payment as set forth in Section 2.9 and (iii) in the case of cancellation of the Revolving Loan Commitment, shall secure the Letter of Credit Obligations through the delivery of cash collateral to the Issuing Bank in an amount equal to (a) one hundred five percent (1105%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewithLetters of Credit Obligations.

Reduction of Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative shall have the one-time right, may at any time prior or from time to the date that is two (2) years following the Closing Date, upon written notice to the Administrative Agent, to time permanently reduce in whole or ratably in part the Aggregate Committed AmountTranche A Commitments or the Tranche B Commitments of the Banks hereunder to an amount not less than the aggregate principal amount of the Tranche A Loans (including Swing Loans) or Tranche B Loans, as appropriate, then outstanding; provided, however, that the Tranche A Commitment shall not be reduced either in whole or in part unless Borrower shall have first permanently reduced in whole the Tranche B Commitments. Once decreasedBorrower shall give Agent not fewer than three (3) Business Days' notice of any such reduction, provided that any partial reduction shall be in an aggregate amount for all of the Aggregate Committed Amount may no longer be Banks of Five Million Dollars ($5,000,000), increased under Section 2.01(bby increments of One Million Dollars ($1,000,000). Any such decrease Agent shall be conditioned and effective upon the satisfaction promptly notify each Bank of the following conditions: (i) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction or termination; (ii) the Commitments may not be reduced to an amount less than the Obligations then outstanding. The Administrative Agent will give prompt notice to the Lenders of any each such reduction in Commitmentsand such Bank's proportionate share thereof. Any reduction After each such reduction, the facility fees payable hereunder shall be calculated upon the amount of the Aggregate Tranche A Commitments shall be applied to or the Commitment of each Lender according to its Commitment Percentage thereofTranche B Commitments, as appropriate, as so reduced. All commitment If Borrower reduces in whole the Tranche A Commitments or other fees accrued until the effective date of any termination Tranche B Commitments of the Aggregate Commitments shall be paid Banks, on the effective date of such termination; reduction (iii) effective upon such reductionBorrower having prepaid in full the unpaid principal balance, the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to Administrative Agent at the time if any, of the reductionappropriate Notes, for the account together with all interest and facility and other fees accrued and unpaid), all of the Lenders, a reduction fee in an amount equal to (a) one percent (1%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 appropriate Notes shall be revised delivered to reflect the modified Commitments Agent marked "Canceled" and Commitment Percentages Agent shall redeliver such Notes to Borrower. Any partial reduction of the Lenders, and Tranche A Commitments or the Borrowers Tranche B Commitments shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by effective during the Administrative Agent and remainder of the Lenders in connection therewithapplicable Commitment Period.

Reduction of Commitments. Subject (a) The Revolving Credit Commitment shall permanently reduce (i) to the terms and conditions set forth herein, extent directed by the Borrower Representative pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the one-time right, right at any time to terminate in whole the Revolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments upon at least thirty (30) days’ prior to the date that is two (2) years following the Closing Date, upon written notice to the Administrative Agent, ; provided that Borrower must demonstrate to permanently reduce the Aggregate Committed Amount. Once decreased, the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the reasonable satisfaction of the following conditions: (i) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction or termination; (ii) the Commitments may not be reduced to an amount less than the Obligations then outstanding. The Administrative Agent will give prompt notice that immediately before and after giving effect to the Lenders of any such reduction in Commitments. Any a reduction of the Aggregate Revolving Credit Commitments under this Section 2.11(b), no Default has occurred and is continuing and the Pro Forma Excess Availability is not less than $5,000,000. Such notice shall be applied to irrevocable on the Commitment of each Lender according to its Commitment Percentage thereof. All commitment or other fees accrued until the effective date of any termination part of the Aggregate Commitments Borrower and shall be paid on specify the effective date of such reduction or termination; (iii) effective upon , whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in an amount of $5,000,000 or an integral multiple $1,000,000 in excess thereof. Upon any such reduction, the Collateral Value Amount Borrower shall simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent’s exercise of remedies under Section 8.2. The amount of the Revolving Credit Commitment may not be less than reinstated if it is reduced or if this Agreement is terminated by the reduced Aggregate Committed Amount; andBorrower. (ivc) Borrowers In the event the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Borrower agrees that any such prepayment or reduction shall pay be accompanied by (i) in the case of a prepayment in full and termination of this Agreement, the payment by the Borrower to the Administrative Agent at the time of the reduction, for the ratable account of the LendersLenders of all accrued and unpaid interest and all fees and other remaining Obligations hereunder, a reduction fee in an amount equal to and (a) one percent (1%) multiplied by (bii) the amount by which the Aggregate Commitments are reduced. In connection with payment of any such decrease in the Commitments, Schedule 2.01 shall be revised prepayment charges incurred pursuant to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewithSection 9.4(d).

Reduction of Commitments. Subject to the terms and conditions set forth herein, the The Borrower Representative shall have the one-time right, right at any time prior and from time to the date that is two (2) years following the Closing Date, time upon written notice to the Administrative Agent, to permanently reduce the Aggregate Committed Amount. Once decreased, the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction of the following conditions: (i) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days prior written notice to the date Administrative Agent to reduce by $5,000,000 or an integral multiple of reduction $1,000,000 in excess thereof or termination; (ii) to terminate entirely the Total Commitment in excess of the Revolving Exposure at such time, whereupon the Commitments may not of the 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 Borrower delivered pursuant to an amount less than this ss.2.3, the Obligations then outstanding. The Administrative Agent will give prompt notice to notify the Lenders of any such reduction in Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Commitment Percentage substance thereof. All commitment or other fees accrued until Upon the effective date of any such reduction or termination, the Borrower shall pay to the Administrative Agent for the respective accounts of such Lenders the full amount of any Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the Aggregate Commitments shall may be paid reinstated. If the Total Commitment is terminated or reduced by the Borrower in whole or in part on or prior to the effective date second anniversary of such termination; (iii) effective upon such reductionthe Closing Date, the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers Borrower shall pay to the Administrative Agent at for the time benefit of the reduction, for the account of the Lenders, a reduction Lenders an early termination fee in an amount equal to calculated as follows: (a) if such termination or reduction is concluded on or prior to the second anniversary of the Original Closing Date, an amount equal to one-half of one percent (10.5%) multiplied by of the Total Commitment immediately prior to such termination or in the case of a partial reduction, one-half of one percent (0.5%) of the amount of such reduction; or (b) if such termination or reduction is concluded after the second anniversary of the Original Closing Date, the Borrower will not be required to pay an early termination fee. For greater clarity, the Borrower acknowledges and agrees that as a direct and proximate result of such termination under the aforesaid circumstances, the Lenders will suffer a loss in an amount which is difficult to calculate and determine with certainty and, therefore, as a result of the Borrower's and each Lender's reasonable endeavour to ascertain and agree in advance to the amount by which necessary to compensate the Aggregate Commitments are reduced. In connection with any such decrease Lenders for said loss, the Borrower has agreed to pay the aforesaid early termination fees described in this ss.2.3 in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewithcircumstances described.

Reduction of Commitments. Subject (a) Borrower may, upon notice to Administrative Agent (which such notice may be contingent upon the terms and conditions set forth hereinconsummation of a refinancing or other event), terminate all or any portion of the Term Loan Commitment, the Borrower Representative shall have Revolving Credit Commitment, or the one-LC Sublimit, or from time right, at any to time prior to the date that is two (2) years following the Closing Date, upon written notice to the Administrative Agent, to permanently reduce all or any portion of such Term Loan Commitment, Revolving Credit Commitment or the Aggregate Committed Amount. Once decreased, the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction of the following conditions: LC Sublimit; provided that (i) any such notice thereof must shall be received by Administrative Agent not later than 11:00 a.m. at least five (5) three Business Days prior to the date of reduction termination or termination; reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) Borrower shall not terminate or reduce (A) such Revolving Credit Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the total Revolving Credit Exposures would exceed such Revolving Credit Commitments may or (B) the LC Sublimit if, after giving effect thereto, the LC Obligations not be reduced to an amount less than fully Cash Collateralized hereunder would exceed the Obligations then outstanding. LC Sublimit. (b) The Administrative Agent will give prompt notice to promptly notify the Lenders of any such reduction in Commitments. Any termination or reduction of the Aggregate Commitments shall be applied to LC Sublimit or the Revolving Credit Commitment under this Section 2.8. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender according to its Commitment shall be reduced by such Lender’s Applicable Percentage thereofof such reduction amount. All commitment or other fees in respect of the Revolving Credit Commitments accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination;. (iiic) effective upon such reductionThe Administrative Agent will promptly notify the Lenders of any termination or reduction of the unused portion of the aggregate Term Loan Commitment under this Section 2.8. Upon any reduction of the unused portion of the aggregate Term Loan Commitments, the Collateral Value Amount Term Loan Commitment of each Term Loan Lender shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to Administrative Agent at the time by such Lender’s ratable portion of such reduction amount. All fees in respect of the reduction, for Term Loan Commitment accrued until the account effective date of any termination of the Lenders, a reduction fee in an amount equal to (a) one percent (1%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 Term Loan Commitment shall be revised to reflect paid on the modified Commitments and Commitment Percentages effective date of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewithsuch termination.

Reduction of Commitments. Subject to (a) The Revolving Commitments and the terms and conditions set forth herein, LC Commitment shall automatically terminate on the applicable Maturity Date. (b) The Borrower Representative shall have the one-time right, may at any time prior terminate, or from time to the date that is two (2) years following the Closing Date, upon written notice to the Administrative Agent, to permanently reduce the Aggregate Committed Amount. Once decreasedtime reduce, the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction of the following conditions: Revolving Commitments; provided that (i) any such notice thereof must reduction shall be received by 11:00 a.m. at least five (5) Business Days prior to the date in an amount that is an integral multiple of reduction or termination; $1,000,000 and (ii) the Revolving Commitments may shall not be terminated or reduced if after giving effect to an amount less than any concurrent prepayment of the Obligations then outstanding. Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent will give prompt notice of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of any the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such reduction in Commitmentsnotice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Commitment Percentage thereofpermanent. All commitment or other fees accrued until the effective date of any termination Each reduction of the Aggregate Commitments shall be paid on the effective date of such termination; (iii) effective upon such reduction, the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to Administrative Agent at the time of the reduction, for the account of the Lenders, a reduction fee in an amount equal to (a) one percent (1%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and made ratably among the Lenders in connection therewithaccordance with their respective Revolving Commitments. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Initial Term Loan Commitment shall terminate in its entirety on the Closing Date after the funding of all Initial Term Loans on such date. (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for such Total Incremental Term Loan Commitment after the funding of all relevant Incremental Term Loans on such date. (f) Each reduction to the Total Initial Term Loan Commitment and the Total Incremental Term Loan Commitment under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be applied proportionately to reduce the Initial Term Loan Commitment or the Incremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment. (g) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-1 Commitment shall terminate in its entirety on the Amendment No. 2 Effective Date after the funding of all Term B-1 Loans on such date. (h) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-2 Commitment shall terminate in its entirety on the Amendment No. 3 Effective Date after the funding of all Term B-2 Loans on such date.

Reduction of Commitments. Subject to the terms and conditions set forth herein, (a) At any time the Borrower Representative shall have the one-time right, at any time prior to the date that is two (2) years following the Closing Datemay, upon at least five Business Days' prior written notice to the Administrative Agent, to permanently each Agent, the Account Bank and each Hedge Counterparty, reduce the Aggregate Committed Amount. Once decreased, the Aggregate Committed Facility Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction of the following conditions: (i) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction or termination; (ii) the Commitments may not be reduced to an amount not less than the Obligations then outstanding. The Administrative Agent will give prompt notice to the Lenders of any such Loans Outstanding, which reduction in Commitments. Any reduction of the Aggregate Commitments shall be applied applied, unless otherwise Consented to the Commitment of each Lender according to its Commitment Percentage thereof. All commitment or other fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination; (iii) effective upon such reduction, the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to Administrative Agent at the time of the reduction, for the account of the Lenders, a reduction fee in an amount equal to (a) one percent (1%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions 52 (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders in connection therewithshall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. Subject to Provided that there is then no outstanding Default and that no Default will be caused by such reduction, the terms and conditions Borrowers shall have the right, without premium or penalty (except as otherwise set forth herein, the Borrower Representative shall have the one-time right), at any time and from time to time upon three (3) Business Days prior to the date that is two (2) years following the Closing Date, upon written notice to the Administrative AgentAgent to reduce by $3,000,000, or integral multiples of $1,000,000 in excess thereof, or to permanently reduce terminate entirely, (a) the Aggregate Committed Amount. Once decreased, the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction Term Loan Limit in excess of the following conditions: then outstanding Term Loans, or (i) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction or termination; (iib) the Commitments Revolving Credit Limit in excess of the then outstanding Revolving Exposure, provided that the Revolving Credit Limit may not be reduced below $75,000,000 unless all Revolving Loans are paid and performed in full and the Revolving Credit Limit is reduced to an zero. In the event of any such reduction, the Commitments of the Lenders shall be either (i) reduced pro rata in accordance with their respective Revolving Loan Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of the amount less than specified in such notice, or (ii) as the Obligations then outstandingcase may be, terminated. The Promptly after receiving any notice from the Borrowers delivered pursuant to this Section, the Administrative Agent will give prompt notice to notify the Lenders of any such reduction in Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Commitment Percentage substance thereof. All commitment or other fees accrued until Upon the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such reduction or termination; (iii) effective upon such reduction, the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to the Administrative Agent at for the time respective pro rata accounts of such Lenders the full amount of any Unused Facility Fee or other Fee then accrued on the amount of the reduction, for the account . No reduction or termination of the Commitments may be reinstated. Upon any reduction or termination of one but not both of the aggregate Revolving Loan Commitments or Term Loan Commitments of all the Revolving Credit Lenders and Term Loan Lenders, a reduction fee in an amount equal respectively, pursuant to (a) one percent (1%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease in the Commitmentsthis Section, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent will circulate to the Borrowers and each of the Lenders in connection therewitha revised Schedule 2 reflecting such reduction or termination.

Reduction of Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative shall have the one-time right, at any time prior to the date that is two (2a) years following the Closing Date, upon written notice to the Administrative Agent, to Harley may permanently reduce the Aggregate Committed Amount. Once decreasedCommitment in whole, or in part ratably among the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned Lenders, in an aggregate minimum amount of $10,000,000 and effective integral multiples of $5,000,000 in excess of that amount, upon the satisfaction of the following conditions: (i) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days Days’ prior written notice to the date Global Administrative Agent, which notice shall specify the amount of reduction or termination; (ii) any such reduction; provided, however, that the Commitments amount of the Aggregate Commitment may not be reduced below the sum of the aggregate principal amount of the outstanding Advances; provided further that any such notice delivered by Harley pursuant to an amount less than this Section 2.4(a) may state that such notice is conditioned upon the Obligations then outstanding. The Administrative Agent will give prompt effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by Harley (by notice to the Lenders of any Global Administrative Agent on or prior to the specified effective date) if such reduction in Commitmentscondition is not satisfied. Any reduction of the Aggregate Commitments All accrued and unpaid commitment fees shall be applied to the Commitment of each Lender according to its Commitment Percentage thereof. All commitment or other fees accrued until payable on the effective date of any termination of the Aggregate obligations of the Lenders to make Loans hereunder. The Global Administrative Agent shall promptly distribute to the relevant Lenders any notices received by it under this Section 2.4(a). (b) Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), Harley may notify the Global Administrative Agent that it desires to reduce the Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Commitment of that Combined Lender which had the largest Commitment of each of the Combined Lenders party to such Combination (such largest Commitment being the “Surviving Commitment” and the Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth below) and the Global Administrative Agent agree to such reduction in the Surviving Lender’s Commitment, then (i) the aggregate amount of the Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination (or such later date as Harley may specify in its request), provided, that, on or before such date the Borrowers have paid on in full the outstanding principal amount of the Loans of each of the Combined Lenders other than the Combined Lender whose Commitment is the Surviving Commitment, (ii) from and after the effective date of such termination; reduction, the Surviving Lender shall have no obligation with respect to the Retired Commitments, and (iii) effective upon Harley shall notify the Global Administrative Agent whether they wish such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then Harley shall be responsible for finding one or more financial institutions (each, a “Replacement Lender”), acceptable to the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to Global Administrative Agent at (such acceptance not to be unreasonably withheld, conditioned or delayed), willing to assume the time obligations of a Lender hereunder with aggregate Commitments up to the amount of the reductionRetired Commitments. The Global Administrative Agent may require the Replacement Lenders to execute such documents, for instruments or agreements as the account Global Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this Section 2.4(b), Required Lenders shall be determined as if the reduction in the aggregate amount of the LendersCommitments requested by Harley had occurred (i.e., the Combined Lenders shall be deemed to have a reduction fee in an amount single Commitment equal to (a) one percent (1%) multiplied by (b) the Surviving Commitment and the aggregate amount by which of the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised deemed to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested have been reduced by the Administrative Agent and the Lenders in connection therewithRetired Commitments).

Reduction of Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative shall have the one-time right, at any time prior to the date that is two (2i) years following the Closing Date, upon written notice to the Administrative Agent, to Harley may permanently reduce the Aggregate Committed Amount. Once decreasedCommitment in whole, or in part ratably among the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned Lenders, in an aggregate minimum amount of $10,000,000 and effective integral multiples of $5,000,000 in excess of that amount, upon the satisfaction of the following conditions: (i) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days Days’ prior written notice to the date Global Administrative Agent, which notice shall specify the amount of reduction or termination; (ii) any such reduction; provided, however, that the Commitments amount of the Aggregate Commitment may not be reduced to an amount less than below the Obligations then outstanding. The Administrative Agent will give prompt notice to the Lenders of any such reduction in Commitments. Any reduction sum of the Aggregate Commitments aggregate principal amount of the outstanding Advances. All accrued and unpaid commitment fees shall be applied to the Commitment of each Lender according to its Commitment Percentage thereof. All commitment or other fees accrued until payable on the effective date of any termination of the Aggregate obligations of the Lenders to make Loans hereunder. The Global Administrative Agent shall promptly distribute to the relevant Lenders any notices received by it under this Section 2.4(a)(i). Any such notice delivered by Harley pursuant to this Section 2.4(a)(i) may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by Harley (by notice to the Global Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (ii) Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), Harley may notify the Global Administrative Agent that it desires to reduce the Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Commitment of that Combined Lender which had the largest Commitment of each of the Combined Lenders party to such Combination (such largest Commitment being the “Surviving Commitment” and the Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth below) and the Global Administrative Agent agree to such reduction in the Surviving Lender’s Commitment, then (i) the aggregate amount of the Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination (or such later date as Harley may specify in its request), provided, that, on or before such date the Borrowers have paid on in full the outstanding principal amount of the Loans of each of the Combined Lenders other than the Combined Lender whose Commitment is the Surviving Commitment, (ii) from and after the effective date of such termination; reduction, the Surviving Lender shall have no obligation with respect to the Retired Commitments, and (iii) effective upon Harley shall notify the Global Administrative Agent whether they wish such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then Harley shall be responsible for finding one or more financial institutions (each, a “Replacement Lender”), acceptable to the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to Global Administrative Agent at (such acceptance not to be unreasonably withheld or delayed), willing to assume the time obligations of a Lender hereunder with aggregate Commitments up to the amount of the reductionRetired Commitments. The Global Administrative Agent may require the Replacement Lenders to execute such documents, for instruments or agreements as the account Global Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this Section 2.4(a)(ii), Required Lenders shall be determined as if the reduction in the aggregate amount of the LendersCommitments requested by Harley had occurred (i.e., the Combined Lenders shall be deemed to have a reduction fee in an amount single Commitment equal to (a) one percent (1%) multiplied by (b) the Surviving Commitment and the aggregate amount by which of the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised deemed to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested have been reduced by the Administrative Agent and the Lenders in connection therewithRetired Commitments).

Reduction of Commitments. Subject to (a) The Revolving Commitments and the terms and conditions set forth herein, LC Commitment shall automatically terminate on the applicable Maturity Date. (b) The Borrower Representative shall have the one-time right, may at any time prior terminate, or from time to the date that is two (2) years following the Closing Date, upon written notice to the Administrative Agent, to permanently reduce the Aggregate Committed Amount. Once decreasedtime reduce, the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction of the following conditions: Revolving Commitments; provided that (i) any such notice thereof must reduction shall be received by 11:00 a.m. at least five (5) Business Days prior to the date in an amount that is an integral multiple of reduction or termination; $1,000,000 and (ii) the Revolving Commitments may shall not be terminated or reduced if after giving effect to an amount less than any concurrent prepayment of the Obligations then outstanding. Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent will give prompt notice of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of any the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such reduction in Commitmentsnotice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Commitment Percentage thereofpermanent. All commitment or other fees accrued until the effective date of any termination Each reduction of the Aggregate Commitments shall be paid on the effective date of such termination; (iii) effective upon such reduction, the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to Administrative Agent at the time of the reduction, for the account of the Lenders, a reduction fee in an amount equal to (a) one percent (1%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and made ratably among the Lenders in connection therewithaccordance with their respective Revolving Commitments. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Initial Term Loan Commitment shall terminate in its entirety on the Closing Date after the funding of all Initial Term Loans on such date. (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for such Total Incremental Term Loan Commitment after the funding of all relevant Incremental Term Loans on such date. (f) Each reduction to the Total Initial Term Loan Commitment and the Total Incremental Term Loan Commitment under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be applied proportionately to reduce the Initial Term Loan Commitment or the Incremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment. (g) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-1 Commitment shall terminate in its entirety on the Amendment No. 2 Effective Date after the funding of all Term B-1 Loans on such date.

Reduction of Commitments. Subject to (a) The Revolving Commitments and the terms and conditions set forth herein, LC Commitment shall automatically terminate on the applicable Maturity Date. (b) The Borrower Representative shall have the one-time right, may at any time prior terminate, or from time to the date that is two (2) years following the Closing Date, upon written notice to the Administrative Agent, to permanently reduce the Aggregate Committed Amount. Once decreasedtime reduce, the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction of the following conditions: Revolving Commitments; provided that (i) any such notice thereof must reduction shall be received by 11:00 a.m. at least five (5) Business Days prior to the date in an amount that is an integral multiple of reduction or termination; $1,000,000 and (ii) the Revolving Commitments may shall not be terminated or reduced if after giving effect to an amount less than any concurrent prepayment of the Obligations then outstanding. Revolving Loans in accordance with Section 5.01, the Aggregate Exposures would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent will give prompt notice of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of any the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such reduction in Commitmentsnotice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Commitment Percentage thereofpermanent. All commitment or other fees accrued until the effective date of any termination Each reduction of the Aggregate Commitments shall be paid on the effective date of such termination; (iii) effective upon such reduction, the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to Administrative Agent at the time of the reduction, for the account of the Lenders, a reduction fee in an amount equal to (a) one percent (1%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and made ratably among the Lenders in connection therewithaccordance with their respective Revolving Commitments. (d) [reserved] (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for such Total Incremental Term Loan Commitment after the funding of all relevant Incremental Term Loans on such date. (f) Each reduction to the Total Term B-3 Loan Commitment and the Total Incremental Term Loan Commitment under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be applied proportionately to reduce the Term B-3 Loan Commitment or the Incremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment. (g) [reserved]. (h) [reserved]. (i) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-3 Commitment shall terminate in its entirety on the Amendment and Restatement Effective Date after the funding of all Term B-3 Loans on such date.

Reduction of Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative The Borrowers shall have the one-time right, at any time and from time to time after the Agreement Date and prior to the date that is two (2) years following the Closing Maturity Date, upon at least ten (10) Business Days’ prior written notice (which such notice may be be conditioned upon the effectiveness of other credit facilities or another event) to the Revolving Facility Administrative Agent, without premium or penalty, to cancel or reduce permanently reduce the Aggregate Committed Amount. Once decreased, the Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction all or a portion of the following conditions: Revolving Loan Commitment (i) on a pro rata basis among the Lenders in accordance with their respective Commitment Ratios or (ii) solely in connection with the Second Amendment on the Second Amendment Effective Date, of any Revolving Facility Lender or Lenders, as selected at the Borrowers’ discretion; provided, that (i) any such notice partial reduction be made in an amount not less than $1,000,000 and in integral multiples of $1,000,000 in excess thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction or termination; and (ii) the Commitments Revolving Loan Commitment may not be reduced to an amount less than below the then outstanding Letter of Credit Obligations then outstanding. The Administrative Agent will give prompt notice to the Lenders of any such reduction unless in Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Commitment Percentage thereof. All commitment or other fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination; compliance with subsection (iii) effective upon below. As of the date of cancellation or reduction set forth in such reductionnotice, the Collateral Value Amount Revolving Loan Commitment shall not be less than permanently canceled or reduced to the reduced Aggregate Committed Amount; and (iv) amount stated in the Administrative Borrower’s notice for all purposes herein, and the Borrowers shall (i) pay to the Revolving Facility Administrative Agent at the time of the reduction, for the account of the LendersLenders the amount necessary to repay in full the principal amount of the Agent Advances, a Swing Line Loans and Revolving Loans or reduce the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans then outstanding to not more than the amount of the Revolving Loan Commitment as so reduced, together with accrued unpaid interest on the amount so prepaid and the Unused Line Fee accrued through the date of the reduction fee with respect to the amount reduced, and (ii) reimburse the Revolving Facility Administrative Agent and the Lenders for any Funding Loss or reasonable out-of-pocket expense incurred by any of them in connection with such payment as set forth in Section 2.9 and (iii) in the case of cancellation of the Revolving Loan Commitment, shall secure the Letter of Credit Obligations through the delivery of cash collateral to the Issuing Bank in an amount equal to (a) one hundred five percent (1105%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewithLetters of Credit Obligations.

Reduction of Commitments. Subject to the terms and conditions set forth herein, the (a) The Borrower Representative shall have the one-time right, upon at any time prior to the date that is two least fifteen (215) years following the Closing Date, upon written days notice to the Administrative Agent, to permanently reduce in whole or in part (ratably as to all Lenders) the Aggregate Committed Amount. Once decreasedExpansion Loan Commitment Amount or the Revolving Credit Commitment Amount or both, PROVIDED, HOWEVER, that the Aggregate Committed Expansion Loan Commitment Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction Revolving Credit Commitment Amount of the following conditions: (i) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction or termination; (ii) the Commitments may Lenders shall not be reduced to an amount which is less than the Obligations aggregate amount of the Expansion Loans and Revolving Credit Loans, respectively, then outstandingoutstanding after giving effect to any prepayments made in connection with such reduction and the Borrower shall pay any Prepayment Fee required under SECTION 3.3.2, PROVIDED, FURTHER, HOWEVER, that each partial reduction of the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount shall be in an aggregate amount of $1,000,000 or an integral multiple of $500,000 in excess thereof (or, if less, the entire amount thereof). Any notice given pursuant to this subsection (a) of SECTION 3.3.4 shall be irrevocable, and once the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount, as the case may be, is reduced pursuant to this subsection (a) of SECTION 3.3.4, such amount thereafter may not be reinstated or increased. The Administrative Agent will give prompt notice Borrower shall not be permitted to reduce the Lenders Revolving Credit Commitment Amount unless the Expansion Loan Commitment Amount has been reduced to zero in accordance with the terms hereof. (b) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries as a result of any sale or disposition of assets; PROVIDED, HOWEVER, that unless such sale or other disposition would require, whether immediately or with the passage of time, a repayment or prepayment of principal on, or a redemption of, any of the Senior Notes, no such reduction shall be required as a result of (i) the sale by the Borrower or any of its Subsidiaries of assets in Commitmentsthe ordinary course of business, (ii) the sale by the Borrower or any of its Subsidiaries of any assets in a single transaction or a series of related transactions where the aggregate net book value of such assets sold or disposed does not to exceed $250,000, and (iii) the disposition by the Borrower or any of its Subsidiaries of up to 5,000 Telephones in the aggregate during the term of this Agreement solely in exchange for other Telephones. Any reduction required under this subsection (b) shall be effective immediately upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds, and shall be applied first to the Aggregate Commitments Expansion Loan Commitment Amount until the Expansion Loan Commitment Amount is zero and then shall be applied to the Revolving Credit Commitment Amount. (c) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of each Lender according to Net Cash Proceeds received by the Borrower or any of its Commitment Percentage thereof. All commitment Subsidiaries from the issuance by the Borrower or other fees accrued until any of its Subsidiaries of debt securities or from the effective date incurrence by the Borrower or any of its Subsidiaries of any termination of the Aggregate Commitments shall be paid on the effective date of such termination; (iii) effective upon such reduction, the Collateral Value Amount shall not be less Indebtedness other than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to Administrative Agent at the time of the reduction, for the account of the Lenders, a reduction fee in an amount equal to (a) one percent (1%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewithIndebtedness permitted under SECTION 6.2.