Common use of Voluntary Commitment Reductions Clause in Contracts

Voluntary Commitment Reductions. The Borrower shall have the right, at any time and from time to time after the Closing Date, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Commitment, on a pro rata basis among the Lenders with a Revolving Loan Commitment, provided, however, that any such partial reduction shall be made in an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination of the Revolving Loan Commitment and the Swingline Commitment. If the reduction of the Revolving Loan Commitment requires the repayment of any LIBOR Advance, such repayment shall be accompanied by any amount required to be paid pursuant to Section 2.9 hereof.

Voluntary Commitment Reductions. The Borrower Borrowers shall have the right, at any time and from time to time after the Closing Agreement Date and prior to the Maturity Date, upon at least five three (53) Business Days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan CommitmentCommitments, on a pro rata basis among the Lenders with a Revolving Loan CommitmentDDTL Commitments or, if applicable, the Incremental Facility Commitments; provided, however, that any such partial reduction shall be made in an amount not less than $5,000,000 5,000,000.00 and in an integral multiples multiple of not less than $1,000,0001,000,000.00. Each permanent As of the date of cancellation or reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Loansset forth in such notice, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Revolving Loan Commitment as so reducedCommitments, the DDTL Commitments or, if applicable, the Incremental Facility Commitments, shall be permanently reduced to the amount stated in such notice for all purposes herein, and if the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Loan Commitment as so reducedBorrowers shall, the Borrower shall be required to deposit Cash Collateral in on a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Revolving Loans joint and Swingline Loans (and furnishing of Cash Collateral satisfactory several basis, pay to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination applicable Lenders the amount necessary to reduce the principal amount of the Revolving Loan Commitment and Loans, the Swingline Commitment. If DDT Loans or, if applicable, the reduction of Incremental Facility Loans, then outstanding under the Revolving Loan Commitment requires Commitments, the repayment DDTL Commitments or, if applicable, the Incremental Facility Commitments, to not more than the amount of Revolving Loan Commitments, the DDTL Commitments or, if applicable, the Incremental Facility Commitments, respectively, as so reduced, together with accrued interest on the amount so prepaid and any LIBOR Advance, such repayment shall be accompanied by any commitment fees accrued through the date of the reduction with respect to the amount required to be paid pursuant to Section 2.9 hereofreduced.

Voluntary Commitment Reductions. The After the Restatement Date, the Borrower shall have the right, at any time and from time to time after the Closing Date, upon at least five (5) Business Days’ ' prior written notice to the Administrative AgentAgent and the Revolving Lenders, in the case of any reduction in the Revolving Loan Commitments, and the Supplemental Revolving Lenders, in the case of any reduction in the Supplemental Revolving Loan Commitments, given prior to 10:00 a.m. (New York City time) on the fifth Business Day preceding the proposed reduction date, without premium or penalty, to cancel permanently reduce or reduce permanently all or a terminate the unutilized portion of the aggregate of the Total Revolving Loan Commitment, on a pro rata basis among the Lenders with a Commitments or Total Supplemental Revolving Loan CommitmentCommitments in whole at any time or in part from time to time, in a minimum aggregate amount of $5,000,000 (unless the Total Revolving Loan Commitments or Total Supplemental Revolving Loan Commitments, as the case may be, at such time is less than $10,000,000, in which case, in an amount equal to the Total Revolving Loan Commitments or Total Supplemental Revolving Loan Commitments at such time) and, if such reduction is greater than $5,000,000, in integral multiples of $1,000,000 above such minimum; provided, however, that any such partial reduction shall be made in an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after (i) no such reduction to the Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in the or termination of the Revolving Loan Commitment Commitments shall be permitted if, after giving effect thereto and to any prepayment or payment of the Revolving Loans and Swing Line Loans on the proposed reduction date, the then outstanding aggregate principal amount of Revolving Loans and Swing Line Loans plus the then aggregate amount of L/C Obligations and F▇▇▇▇▇▇▇ L/C Obligations outstanding would exceed the aggregate Revolving Loan Commitments of the Revolving Lenders then in effect, (ii) no such reduction or termination of the Supplemental Revolving Loan Commitments shall be permitted if, after giving effect thereto and to any prepayment or payment of the Supplemental Revolving Loans on the proposed reduction date, the aggregate principal amount of Supplemental Revolving Loans outstanding for all Supplemental Revolving Lenders would exceed the aggregate Supplemental Revolving Loan Commitments of the Supplemental Revolving Lenders then in effect, and (iii) all prepayments of Eurodollar Rate Loans shall be subject to Section 2.16. Any such reduction of the Total Revolving Loan Commitments and the Swingline CommitmentTotal Supplemental Revolving Loan Commitments shall be made in conjunction with one another on a proportionate basis (with the $5,000,000 minimum amount specified in the preceding sentence applying to the aggregate amount of Revolving Loan Commitments and Supplemental Revolving Loan Commitments being reduced) and any such reduction shall apply proportionately to the Revolving Loan Commitments of the Revolving Lenders and the Supplemental Revolving Loan Commitments of the Supplemental Revolving Lenders based on such Lender's Revolving Loan Pro Rata Share or Supplemental Revolving Loan Pro Rata Share, as applicable. If the Simultaneously with each reduction or termination of the Revolving Loan Commitments, the Borrower shall pay to the Agent for the account of each Revolving Lender the Revolving Loan Commitment requires Fee accrued on the repayment amount of the Revolving Loan Commitments so reduced or terminated through the date thereof. Simultaneously with each reduction or termination of the Supplemental Revolving Loan Commitments, the Borrower shall pay to the Agent for the account of each Supplemental Revolving Lender the Supplemental Revolving Loan Commitment Fee accrued on the amount of the Supplemental Revolving Loan Commitments so reduced or terminated through the date thereof. Any reduction in the Revolving Loan Commitment of the Swing Line Lender below $25,000,000 shall, without any LIBOR Advancefurther action on the part of the Borrower, cause a dollar for dollar reduction in the Swing Line Commitment of the Swing Line Lender. Notwithstanding the foregoing, the Borrower shall not be entitled to terminate the Total Revolving Loan Commitment in full unless, concurrently therewith, the Borrower terminates the F▇▇▇▇▇▇▇ Letters of Credit (whether by obtaining a replacement letter of credit therefor, repaying the F▇▇▇▇▇▇▇ ▇▇▇▇▇ or otherwise) such repayment shall be accompanied by any amount required to be paid pursuant to Section 2.9 hereofthat no F▇▇▇▇▇▇▇ L/C Obligations remain outstanding.

Voluntary Commitment Reductions. The Borrower shall have the right, at any time and right from time to time after (but not more frequently than once during any fiscal quarter of the Closing DateBorrower), upon at least not less than five (5) Business Days’ prior Days written notice from an Authorized Representative to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Credit Commitment. The Agent shall give each Lender, on a pro rata basis among the Lenders with a Revolving Loan Commitmentwithin one (1) Business Day, provided, however, that telephonic notice (confirmed in writing) of any such partial reduction. Each such reduction shall be made in the amount of $2,000,000 (or the FF Equivalent Amount with respect to FF Revolving Loans) or an amount not less integral multiple of $500,000 (or the FF Equivalent Amount with respect to FF Revolving Loans) in excess thereof and shall permanently reduce the Total Revolving Credit Commitment and the Revolving Credit Commitment of each Lender pro rata. No such reduction shall be permitted that results in the payment of any Fixed Rate Revolving Loan other than $5,000,000 and in integral multiples on the last day of not less than $1,000,000the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 5.5 hereof. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Revolving Loan Credit Commitment to zero shall be accompanied by payment of all outstanding the principal amount of the Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory Credit Outstandings to be so reduced pursuant to the Administrative Agent for notice delivered in accordance with this Section 3.6 to the extent that the sum of the Dollar Value all Revolving Credit Outstandings and Letter of Credit Obligations) Outstandings exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and shall result in unpaid interest on the termination of the Revolving Loan Commitment and the Swingline Commitmentamounts prepaid. If the A reduction of the Total Revolving Credit Commitment to zero and payment by the Borrower of all Obligations (including the payment of all Term Loan Commitment requires Outstandings and the repayment discharge of all obligations of Issuing Bank and the Lenders with respect to Letters of Credit and Participations) shall, subject to the terms and conditions of Section 15.7 hereof, be deemed a cancellation and termination of this Agreement (other than with respect to Sections 4.2(g), 9.14, 13.7, 15.4 and 15.8 hereof, which shall survive any LIBOR Advance, such repayment shall be accompanied by any amount required to be paid pursuant to Section 2.9 hereoftermination).

Voluntary Commitment Reductions. The Borrower shall have the right, at any time and from time to time after the Closing Agreement Date and prior to the Maturity Date, upon at least five three (53) Business Days’ ' prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan Commitment (or the Incremental Facility Commitment, ) on a pro rata the basis among of the respective Revolving Loan Commitment Ratios (or the Incremental Facility Commitment Ratios) of the Lenders with a applicable to the Revolving Loan Commitment (or the Incremental Facility Commitment); PROVIDED, provided, howeverHOWEVER, that any such partial reduction shall be made in an amount not less than $5,000,000 1,000,000 and in integral multiples of not less than $1,000,000. Each permanent As of the date of cancellation or reduction permitted set forth in such notice, the Revolving Loan Commitment (or the Incremental Facility Commitment) shall be permanently reduced to the amount stated in the Borrower's notice for all purposes herein, and the Borrower shall pay to the Administrative Agent for the Lenders the amount necessary to reduce the principal amount of the Revolving Loans (or Incremental Facility Loans) then outstanding under the Revolving Loan Commitment (or the Incremental Facility Commitment) to not more than the amount of the Revolving Loan Commitment (or the Incremental Facility Commitment) as so reduced, together with accrued interest on the amount so prepaid and commitment fees accrued through the date of the reduction with respect to the amount reduced. Reductions in the Revolving Loan Commitment pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction applied pro rata to the Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral then remaining reductions set forth in a Cash Collateral account opened by the Administrative Agent Section 2.5(a) hereof in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction inverse order of the Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination of the Revolving Loan Commitment and the Swingline Commitment. If the reduction of the Revolving Loan Commitment requires the repayment of any LIBOR Advance, such repayment shall be accompanied by any amount required to be paid pursuant to Section 2.9 hereofreductions set forth therein.

Voluntary Commitment Reductions. The Borrower shall have the right, at any time and from time to time after the Closing Restatement Effective Date, upon at least five three (53) U.S. Government Securities Business Days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of (a) the Revolving Initial Revolving-A Loan Commitment, Commitment on a pro rata basis among the Lenders with an Initial Revolving-A Loan Commitment or (b) the Initial Revolving Loan Commitment on a pro rata basis among the Lenders with an Initial Revolving Loan Commitment, ; provided, however, that in each case any such partial reduction shall be made in an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction of the Initial Revolving-A Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving-A Loans after such reduction to the Initial Revolving-A Loan Commitment as so reduced. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination of the Initial Revolving Loan Commitment and the Swingline Commitment. Any reduction of the Initial Revolving-A Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving-A Loans and shall result in the termination of the Initial Revolving-A Loan Commitment. If the reduction of the Initial Revolving-A Loan Commitment or the Initial Revolving Loan Commitment Commitment, as applicable, requires the repayment of any LIBOR Term SOFR Advance, such repayment shall be accompanied by any amount required to be paid pursuant to Section 2.9 hereof.

Voluntary Commitment Reductions. The Borrower shall have the right, at any time and from time to time after the Closing Restatement Effective Date, upon at least five three (53) U.S. Government Securities Business Days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Initial Revolving Loan Commitment, Commitment on a pro rata basis among the Lenders with a an Initial Revolving Loan Commitment, ; provided, however, that in each case any such partial reduction shall be made in an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination of the Initial Revolving Loan Commitment and the Swingline Commitment. If the reduction of the Initial Revolving Loan Commitment requires the repayment of any LIBOR Term SOFR Advance, such repayment shall be accompanied by any amount required to be paid pursuant to Section 2.9 hereof.

Voluntary Commitment Reductions. The Borrower shall have the right, at any time and from time to time after the Closing Restatement Effective Date, upon at least five three (53) Business Days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Initial Revolving Loan Commitment, Commitment on a pro rata basis among the Lenders with a an Initial Revolving Loan Commitment, ; provided, however, that any such partial reduction shall be made in an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination of the Initial Revolving Loan Commitment and the Swingline Commitment. If the reduction of the Initial Revolving Loan Commitment requires the repayment of any LIBOR Advance, such repayment shall be accompanied by any amount required to be paid pursuant to Section 2.9 hereof.

Voluntary Commitment Reductions. The Borrower shall have the right, at any time and from time to time after the Closing Agreement Date and prior to the Maturity Date, upon at least five three (53) Business Days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan CommitmentCommitments, on a pro rata basis among the Lenders with a Revolving Loan CommitmentDDTL Commitments or, if applicable, the Incremental Facility Commitments; provided, however, that any such partial reduction shall be made in an amount not less than $5,000,000 5,000,000.00 and in an integral multiples multiple of not less than $1,000,0001,000,000.00. Each permanent As of the date of cancellation or reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Loansset forth in such notice, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Revolving Loan Commitment as so reducedCommitments, the DDTL Commitments or, if applicable, the Incremental Facility Commitments, shall be permanently reduced to the amount stated in such notice for all purposes herein, and if the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory pay to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination applicable Lenders the amount necessary to reduce the principal amount of the Revolving Loan Commitment and Loans, the Swingline Commitment. If DDT Loans or, if applicable, the reduction of Incremental Facility Loans, then outstanding under the Revolving Loan Commitment requires Commitments, the repayment DDTL Commitments or, if applicable, the Incremental Facility Commitments, to not more than the amount of Revolving Loan Commitments, the DDTL Commitments or, if applicable, the Incremental Facility Commitments, respectively, as so reduced, together with accrued interest on the amount so prepaid and any LIBOR Advance, such repayment shall be accompanied by any commitment fees accrued through the date of the reduction with respect to the amount required to be paid pursuant to Section 2.9 hereofreduced.

Voluntary Commitment Reductions. The Borrower shall have (i) Borrowers may, upon written notice to Administrative Agent, terminate the rightunused Commitments of any Class, at any time and or from time to time after permanently reduce the Closing Dateunused Commitments of any Class, upon at least five (5) Business Days’ prior written notice to the Administrative Agentin each case, without premium or penalty; provided that (i) any such notice shall be received by Administrative Agent at least one (1) Business Day prior to the date of termination or reduction, to cancel or reduce permanently all or a portion of the Revolving Loan Commitment, on a pro rata basis among the Lenders with a Revolving Loan Commitment, provided, however, that (ii) any such partial reduction shall be made in an aggregate amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent , or any whole multiple of $500,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving LoansCommitments, Swingline Loans and the Letter of Credit Obligations, as applicable, after such reduction to Sublimit or the Revolving Loan Commitment as so reduced, and if Swing Line Sublimit exceeds the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Loan Commitment as so reducedCommitments then in effect, the Borrower such sublimit shall be required to deposit Cash Collateral in a Cash Collateral account opened automatically reduced by the Administrative Agent in an amount equal to of such excess. Such Cash Collateral Except as provided above, the amount of any such Commitment reduction shall not be applied in accordance with Section 8.2(b). Any reduction of the Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit ObligationsSublimit or the Swing Line Sublimit unless otherwise specified by the Borrowers. (ii) and Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.12. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall result in be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Revolving Loan Commitment and of any Lender as provided in Section 2.22). All commitment fees accrued until the Swingline Commitment. If the reduction effective date of any termination of the Revolving Loan Commitment requires the repayment of any LIBOR Advance, such repayment Aggregate Commitments shall be accompanied by any amount required to be paid pursuant to Section 2.9 hereofon the effective date of such termination. Mandatory Prepayments/Commitment Reductions.

Voluntary Commitment Reductions. The Borrower Borrowers shall have the ------------------------------- right, at any time and from time to time after the Closing Agreement Date and prior to the Maturity Date, upon at least five three (53) Business Days’ ' prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Loan CommitmentCommitments, on a pro rata basis among the Lenders with a Revolving Term Loan CommitmentA Commitments or, if applicable, the Incremental Facility Commitments; provided, -------- however, that any such partial reduction shall be made in an amount not less ------- than $5,000,000 5,000,000.00 and in an integral multiples multiple of not less than $1,000,0001,000,000.00. Each permanent As of the date of cancellation or reduction permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Loansset forth in such notice, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Revolving Loan Commitment as so reducedCommitments, Term Loan A Commitments or, if applicable, the Incremental Facility Commitments shall be permanently reduced to the amount stated in such notice for all purposes herein, and if the aggregate amount of all outstanding Letters of Credit exceeds the Revolving Loan Commitment as so reducedBorrowers shall, the Borrower shall be required to deposit Cash Collateral in on a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Revolving Loans joint and Swingline Loans (and furnishing of Cash Collateral satisfactory several basis, pay to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination applicable Lenders the amount necessary to reduce the principal amount of the Revolving Loan Commitment and the Swingline Commitment. If the reduction of Loans or, if applicable, Incremental Facility Loans then outstanding under the Revolving Loan Commitments or, if applicable, the Incremental Facility Commitments, respectively, to not more than the amount of Revolving Loan Commitments or, if applicable, the Incremental Facility Commitments, respectively, as so reduced, together with accrued interest on the amount so prepaid and commitment fees accrued through the date of the reduction with respect to the amount reduced. Commitment requires the repayment of any LIBOR Advance, such repayment reductions made pursuant to this Section 2.6 shall be accompanied by any amount required applied, with respect to be paid pursuant the Revolving Loan Commitments, pro rata to the reductions in Section 2.9 2.5(a) hereof.

Voluntary Commitment Reductions. The Borrower shall have the right, at any time and from time to time after the Closing Date, upon at least five three (53) Business Days’ prior written notice to the Administrative Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Initial Revolving Loan Commitment, Commitment on a pro rata basis among the Lenders with a an Initial Revolving Loan Commitment, ; provided, however, that any such partial reduction shall be made in an amount not less than $5,000,000 and in integral multiples of not less than $1,000,000. Each permanent reduction of the Initial Revolving Loan Commitment permitted pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Initial Revolving Loans, Swingline Loans and Letter of Credit Obligations, as applicable, after such reduction to the Initial Revolving Loan Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit exceeds the Initial Revolving Loan Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 8.2(b). Any reduction of the Initial Revolving Loan Commitment to zero shall be accompanied by payment of all outstanding Initial Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for all Letter of Credit Obligations) and shall result in the termination of the Initial Revolving Loan Commitment and the Swingline Commitment. If the reduction of the Initial Revolving Loan Commitment requires the repayment of any LIBOR Advance, such repayment shall be accompanied by any amount required to be paid pursuant to Section 2.9 hereof.