Reduction

Reduction. Of Aggregate 2-Year Commitment). Section 2.10 of the Credit Agreement is amended and restated in its entirety to read as follows: 2.10 Reduction of Aggregate 2-Year Commitment; Voluntary Increases. Borrower may, from time to time, reduce or increase the Aggregate 2-Year Commitment as follows: 2.10.1 Reduction. Borrower may, by written facsimile notice to the Administrative Agent on or before 10:00 A.M. (Eastern time) on any Banking Day, make a one-time irrevocable reduction in the Aggregate... 2-Year Commitment; provided that (a) such reduction must be in multiples of five million dollars ($5,000,000), and (b) Borrower must simultaneously make any principal payment necessary (along with any applicable Funding Losses on account of such principal payment) so that (i) the principal amount outstanding under the 2-Year Facility does not exceed the reduced Aggregate 2-Year Commitment on the date of such reduction, and (ii) the Individual Outstanding 2-Year Obligations owing to any Syndication Party do not exceed the Individual 2-Year Commitment of such Syndication Party (after reduction thereof in accordance with the following sentence). In the event the Aggregate 2-Year Commitment is reduced as provided in the preceding sentence, the Individual 2-Year Commitment of each Syndication Party shall be reduced in accordance with the Percentage of such Syndication Party, as determined before giving effect to the reduction in the Aggregate 2-Year Commitment. 2.10.2 Request to Increase. Provided that no Event of Default has occurred and is continuing, Borrower may from time to time, but in no event more than two times prior to the 2-Year Maturity Date, propose to increase the Aggregate 2-Year Commitment in accordance with this Section 2.10. The aggregate principal amount of the increase to the Aggregate 2-Year Commitment made pursuant to this Section 2.10 (the amount of any such increase, the "Increased Facility Amount") shall not exceed $35,000,000, which for the avoidance of doubt shall increase the Aggregate 2-Year Commitment to an amount not to exceed $50,000,000, and each increase shall be at least $10,000,000. Borrower shall provide notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Syndication Parties) of any -3- requested Increased Facility Amount. Each Syndication Party shall have the right (but not the obligation), for a period of thirty days following receipt of such notice, to elect by notice to Borrower and the Administrative Agent to subscribe to participate in the Increased Facility Amount to the extent of its Percentage. Syndication Parties that fail to respond to such notice shall be deemed to have elected not to increase their Percentages in the 2-Year Facility. 2.10.3 Allocation of Unsubscribed Amounts. If any Syndication Party elects not to increase its Individual 2-Year Commitment pursuant to this Section 2.10, the Administrative Agent may place such unsubscribed amount with one or more other financial institutions selected by the Administrative Agent and mutually agreed upon by Borrower and the Administrative Agent (each, an "Additional Lender"), which may (but need not) be existing Syndication Parties. The sum of the portion of the Increased Facility Amount subscribed under this Section 2.10 and the amount placed pursuant to the preceding sentence shall not exceed the Increased Facility Amount. 2.10.4 Conditions Precedent. Any increase in the Aggregate 2-Year Commitment under this Section 2.10 shall become effective upon receipt by the Administrative Agent of: (a) an amendment to this Credit Agreement, duly signed by the Borrower, the Administrative Agent, each Syndication Party whose Individual 2-Year Commitment will be increased and each Additional Lender, which amendment modifies the definition of "Aggregate 2-Year Commitment Amount", sets forth any other agreements of the Borrower, the Administrative Agent, such Syndication Parties and each Additional Lender with respect to pricing affecting the Increased Facility Amount, and incorporates the agreement of each Additional Lender to become a Syndication Party under this Credit Agreement and bound by all the terms and provisions hereof; (b) amendments to any other Loan Documents reasonably requested by the Administrative Agent in relation to the Increased Facility Amount, which amendments the Administrative Agent is hereby authorized to execute and deliver on behalf of the Syndication Parties; (c) 2-Year Notes, duly executed by Borrower, as any Syndication Party or any Additional Lender may require; (d) evidence of appropriate corporate authorization on the part of Borrower with respect to the Increased Facility Amount and the execution and delivery of the documents described in this subsection 2.10.4; (e) such opinions of counsel to Borrower and other assurances as the Administrative Agent may reasonably request; and -4- (f) reimbursement of the Administrative Agent's out-of-pocket costs and expenses (including reasonable attorney's fees) incurred in connection therewith. 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Reduction. Reduction or Adverse Change of Responsibilities, Authority, Etc. The scope of Executive's authority or responsibilities is significantly reduced or diminished or there is a change in Executive's position or title as an officer of the Company or the Subsidiary, or both, that constitutes or would generally be considered to constitute a demotion of Executive, unless such reduction, diminution or change is made as a consequence of (i) Executive' disability, or (ii) any acts or omissions of... Executive which would entitle the Company or Subsidiary to terminate Executive's employment for Cause. View More