Common use of Commitment Terminations Clause in Contracts

Commitment Terminations. The Borrowers shall have the right at any time and from time to time, upon five Business Days' prior written notice to the Agent, to terminate the Revolving Credit Commitments and the Short-Term Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $5,000,000, and (ii) allocated ratably among the Banks in proportion to their respective Percentages of the relevant Credit, provided that (v) the Revolving Credit Commitments may not be terminated in whole before the termination of the Short-Term Revolving Credit Commitments, (w) the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans, all Revolving Swing Loans and all L/C Obligations issued and outstanding as part of the Revolving Credit then outstanding, (x) any reduction of the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments shall automatically reduce the L/C Commitment by a like amount, (y) any reduction of the Revolving Credit Commitments to an amount less than the Swing Line Commitment shall automatically reduce the Swing Line Commitment to such amount as well and (z) the Short-Term Revolving Credit Commitments may not be reduced to an amount less than the Original Dollar Amount of all Short-Term Revolving Loans, all Short-Term Swing Loans, all L/C Obligations issued and outstanding as part of the Short-Term Revolving Credit and all Bid Loans then outstanding. The Borrowers shall have the right at any time and from time to time, by notice to the Agent, to terminate the L/C Commitment without premium or penalty, in whole or in part. Any such termination of the L/C Commitment shall not reduce the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments unless the Borrowers elect to do so in the manner provided in the preceding sentence. The Agent shall give prompt notice to each Bank of any such termination of Commitments. Any termination of Commitments pursuant to this Section 4.7 may not be reinstated.

Commitment Terminations. The Borrowers Initial Term Loan Commitments shall automatically terminate upon the making, conversion or continuance, as applicable, of the Initial Term B Loans and Term A-3 Loans on the Second Restatement Effective Date. The 2017 Rook Incremental Term B Loan Commitments shall automatically terminate upon the earlier of (x) the making of the applicable 2017 Rook Incremental Term B Loans thereunder on the 2017 Rook Incremental Funding Date and (y) September 1, 2017. The 2017 Incremental Term Loan Commitments shall automatically terminate upon the making of the applicable 2017 Incremental Term Loans thereunder on the relevant Certain Funds FundingCredit Extension Date relating thereto. The 2017 Incremental Commitments (including, for the avoidance of doubt, the 2017 Incremental Revolving Credit Commitment Increase) shall terminate on the last day of the Certain Funds Period if the Certain Funds Transactions have not been consummated by such date or the Certain Funds Funding Date has not yet occurred. The Borrower shall have the right at any time and from time to time, upon five three (3) Business Days' Days prior written notice to the Administrative Agent, to terminate the theany Revolving Credit Commitments and the Short-Term Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than the Dollar Equivalent of $5,000,000, 1.0 million or any greater amount that is an integral multiple of the Dollar Equivalent of $0.1 million and (ii) except as provided in Section 2.15, allocated ratably among the Banks Lenders in proportion to their respective Percentages of the relevant Credit, Revolver Percentages; provided that (v) the Revolving Credit Commitments may not be terminated in whole before the termination of the Short-Term Revolving Credit Commitments, (wi) the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount aggregate principal amount of all Revolving Loans, all Revolving Swing Loans and all of L/C Obligations issued and outstanding as part of the Revolving Credit then outstanding, (xii) any reduction of the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments shall automatically reduce the L/C Commitment by a like amount, (y) any reduction of the Revolving Credit Commitments to an amount less than the Swing Line Commitment shall automatically reduce the Swing Line Commitment to such amount as well and (z) the Short-Term Revolving USD Credit Commitments may not be reduced to an amount less than the Original Dollar Amount sum of all Short-Term the aggregate principal amount of Revolving USD Loans, all Short-Term Swing Loans, all Loans allocable to the Revolving USD Credit Commitments and L/C Obligations issued allocable to the Revolving USD Credit Commitments then outstanding and outstanding as part (iii) the Revolving Multicurrency Credit Commitments may not be reduced to an amount less than the sum of the Short-Term aggregate principal amount of Revolving Multicurrency Loans, Swing Loans allocable to the Revolving Multicurrency Credit Commitments and all Bid Loans L/C Obligations allocable to the Revolving Multicurrency Credit Commitments then outstanding. The Borrowers shall have Any termination of the right at any time and from time to time, by notice to Revolving Credit Commitments below the Agent, to terminate the L/C Commitment without premium or penalty, in whole or in part. Any such termination Dollar Equivalent of the L/C Commitment Sublimit then in effect shall not reduce the L/C Sublimit by a like amount. Any termination of the Dollar Equivalent of the Revolving Credit Commitments or below the Short-Term Revolving Credit Commitments unless Dollar Equivalent of the Borrowers elect to do so Swing Line Sublimit then in effect shall reduce the manner provided in Dollar Equivalent of the preceding sentenceSwing Line Sublimit by a like amount. The Administrative Agent shall give prompt notice to each Bank Lender of any such termination of theany Revolving Credit Commitments. Any termination of theany Revolving Credit Commitments pursuant to this Section 4.7 2.10 may not be reinstated.

Commitment Terminations. The Borrowers shall have the right at any time and from time to time, upon five Business Days' 5 days prior written notice to the Agent (or such shorter period of time agreed to by the Agent), to terminate the Revolving Credit Commitments and the Short-Term Revolving Credit Commitments without premium or penalty, penalty and in whole or in part, any partial termination to be (i) in an amount not less than $5,000,000, 5,000,000 and (ii) allocated ratably among the Banks in proportion to their respective Percentages Commitment Percentages. Notwithstanding the foregoing, the Borrowers may irrevocably elect, by the delivery to the Agent of a written election, to allocate the relevant Credit, provided that (v) reduction of the Revolving Credit Commitments may not be terminated in whole before the termination pursuant to this Section 3.6 to any one or more (but fewer than all) of the Short-Term Banks, and upon written approval thereof by the Agent and the Required Banks, the reduction of Revolving Credit CommitmentsCommitments shall be allocated to any Bank(s) so designated by Borrower provided that such reduction is sufficient to reduce the Revolving Credit Commitment of each such designated Bank to zero. In the event the Borrowers elect to proceed as such (and such election is approved in writing by the Agent and the Required Banks), then (wi) the Borrowers agree to pay to each such designated Bank all principal and accrued interest owing to such Bank as of the date of, and on account of, such payment and all other amounts payable to such Bank under this Agreement and the other Loan Documents, including without limitation Section 9.4 hereof, and (ii) each such designated Bank agrees to reduce its Revolving Credit Commitment to zero upon receipt of such payment and to return its Notes to the Agent. The Revolving Credit Commitments may not be reduced under this Section 3.6 to an amount less than the sum of the Original Dollar Amount aggregate principal amount of all Revolving Loans, all Revolving Swing Loans and all L/C Cs and Reimbursement Obligations issued and outstanding as part of the Revolving Credit then outstanding, (x) any reduction of the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments shall automatically reduce the L/C Commitment by a like amount, (y) any reduction of the Revolving Credit Commitments to an amount less than the Swing Line Commitment shall automatically reduce the Swing Line Commitment to such amount as well and (z) the Short-Term Revolving Credit Commitments may not be reduced to an amount less than the Original Dollar Amount of all Short-Term Revolving Loans, all Short-Term Swing Loans, all L/C Obligations issued and outstanding as part of the Short-Term Revolving Credit and all Bid Loans then outstanding. The Borrowers shall have the right at any time and from time to time, by notice to the Agent, to terminate the L/C Commitment without premium or penalty, in whole or in part. Any such termination of the L/C Commitment shall not reduce the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments unless the Borrowers elect to do so in the manner provided in the preceding sentence. The Agent shall give prompt notice to each Bank of any such termination of the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to this Section 4.7 3.6 may not be reinstated.

Commitment Terminations. The Borrowers Borrower shall have the right at any time and from time to time, upon five three (3) Business Days' ’ prior and irrevocable written notice to the Administrative Agent, to terminate or reduce the Revolving Credit Commitments and or the Short-Term Revolving Credit Commitments Swingline Commitment without premium or penalty, in whole or in part, with any partial termination to be reduction (i) to be in an amount not less than $5,000,000, 1,000,000 as determined by the Borrower and in integral multiples of $500,000 and (ii) as to the Commitments, to be allocated ratably among the Banks Lenders in proportion to their respective Percentages of the relevant CreditCommitments; provided, provided that (v) the Revolving Credit Commitments may not be terminated in whole before the termination of the Short-Term Revolving Credit Commitments, (w) the Revolving Credit Commitments Commitment Amount may not be reduced to an amount less than the sum of the Original Dollar Amount Swingline Exposure plus the aggregate principal amount of all outstanding Revolving Loans, all Revolving Swing Loans and all L/C Obligations, after giving effect to payments on such proposed termination or reduction date; provided, however, that for purposes of determining the amount of L/C Obligations in the immediately preceding proviso, such L/C Obligations may be reduced on a dollar-for-dollar basis by the amount of (a) cash collateral deposited with the Administrative Agent for the purpose of securing such L/C Obligations, and (b) the face amount of back-to-back letters of credit issued in connection with one or more Letters of Credit included in such L/C Obligations by a bank(s) or financial institution(s) whose short-term unsecured debt rating is rated A or above from either S&P or Xxxxx’x or such other bank(s) or financial institution(s) satisfactory to the Required Lenders with an expiration date of at least five (5) days after the expiration date of the applicable backstopped Letter of Credit and outstanding as part which provides that the Administrative Agent may make a drawing thereunder in the event that a drawing is made under the applicable backstopped Letter of Credit; provided further that the Revolving Credit then outstanding, (x) any reduction of the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments shall automatically reduce the L/C Commitment by a like amount, (y) any reduction of the Revolving Credit Commitments to an amount less than the Swing Line Commitment shall automatically reduce the Swing Line Commitment to such amount as well and (z) the Short-Term Revolving Credit Commitments Amount may not be reduced to an amount less than the Original Dollar Amount of all Short-Term Revolving Loans, all Short-Term Swing Loans, all L/C Obligations issued and outstanding as part of the Short-Term Revolving Credit and all Bid Loans then outstandingSwingline Commitment. The Borrowers shall have the right at any time and from time to time, by notice to the Agent, to terminate the L/C Commitment without premium or penalty, in whole or in part. Any such termination of the L/C Commitment shall not reduce the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments unless the Borrowers elect to do so in the manner provided in the preceding sentence. The Administrative Agent shall give prompt notice to each Bank Lender of any such termination or reduction of Commitmentsthe Commitments or the Swingline Commitment. Any termination of Commitments or the Swingline Commitment pursuant to this Section 4.7 2.13 is permanent and may not be reinstated.

Commitment Terminations. The Borrowers Initial Term Loan Commitments shall automatically terminate upon the making, conversion or continuance, as applicable, of the Initial Term B Loans and Term A-3 Loans on the Second Restatement Effective Date. The 2017 Rook Incremental Term B Loan Commitments shall automatically terminate upon the earlier of (x) the making of the applicable 2017 Rook Incremental Term B Loans thereunder on the 2017 Rook Incremental Funding Date and (y) September 1, 2017. The 2017 Incremental Term Loan Commitments shall automatically terminate upon the making of the applicable 2017 Incremental Term Loans thereunder on the relevant Certain Funds Funding Date relating thereto. The 2017 Incremental Commitments (including, for the avoidance of doubt, the 2017 Incremental Revolving Credit Commitment Increase) shall terminate on the last day of the Certain Funds Period if the Certain Funds Transactions have not been consummated by such date or the Certain Funds Funding Date has not yet occurred. The Borrower shall have the right at any time and from time to time, upon five three (3) Business Days' Days prior written notice to the Administrative Agent, to terminate the Revolving Credit Commitments and the Short-Term Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $5,000,000, 1.0 million or any greater amount that is an integral multiple of $0.1 million and (ii) allocated ratably among the Banks Lenders in proportion to their respective Percentages of the relevant Credit, Revolver Percentages; provided that (v) the Revolving Credit Commitments may not be terminated in whole before the termination of the Short-Term Revolving Credit Commitments, (w) the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount aggregate principal amount of all Revolving Loans, all Revolving Swing Loans and all of L/C Obligations issued and outstanding as part of the Revolving Credit then outstanding, (x) any reduction . Any termination of the Revolving Credit Commitments or below the Short-Term Revolving Credit Commitments L/C Sublimit then in effect shall automatically reduce the L/C Commitment Sublimit by a like amount, (y) any reduction . Any termination of the Revolving Credit Commitments to an amount less than below the Swing Line Commitment Sublimit then in effect shall automatically reduce the Swing Line Commitment to such amount as well and (z) the Short-Term Revolving Credit Commitments may not be reduced to an amount less than the Original Dollar Amount of all Short-Term Revolving Loans, all Short-Term Swing Loans, all L/C Obligations issued and outstanding as part of the Short-Term Revolving Credit and all Bid Loans then outstandingSublimit by a like amount. The Borrowers shall have the right at any time and from time to time, by notice to the Agent, to terminate the L/C Commitment without premium or penalty, in whole or in part. Any such termination of the L/C Commitment shall not reduce the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments unless the Borrowers elect to do so in the manner provided in the preceding sentence. The Administrative Agent shall give prompt notice to each Bank Lender of any such termination of the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to this Section 4.7 2.10 may not be reinstated.

Commitment Terminations. The Borrowers shall have the right at any time and from time to time, upon five Business Days' prior written notice to the Agent, to terminate the Revolving Credit Commitments and the Short-Term Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $5,000,000, and (ii) allocated ratably among the Banks in proportion to their respective Percentages of the relevant Credit, provided that (vw) the Revolving Credit Commitments may not be terminated in whole before the termination of the Short-Short- Term Revolving Credit Commitments, (wx) the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans, all Revolving Swing Loans and all L/C Obligations issued and outstanding as part of the Revolving Credit then outstanding, (x) any reduction of the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments shall automatically reduce the L/C Commitment by a like amount, (y) any reduction of the Revolving Credit Commitments to an amount less than the Swing Line Commitment or L/C Commitment shall automatically reduce the Swing Line Commitment or L/C Commitment, as the case may be, to such amount as well and (z) the Short-Term Revolving Credit Commitments may not be reduced to an amount less than the Original Dollar Amount of all Short-Term Revolving Loans, all Short-Term Swing Loans, all L/C Obligations issued and outstanding as part of the Short-Term Revolving Credit Loans and all Bid Loans then outstanding. The Borrowers shall have the right at any time and from time to time, by notice to the Agent, to terminate the L/C Letter of Credit Commitment without premium or penalty, in whole or in part. Any such termination of the L/C Letter of Credit Commitment shall not reduce the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments unless the Borrowers elect to do so in the manner provided in the preceding sentence. The Agent shall give prompt notice to each Bank of any such termination of Commitments. Any termination of Commitments pursuant to this Section 4.7 may not be reinstated.

Commitment Terminations. The Borrowers Borrower shall have the right ----------------------- at any time and from time to time, upon five (5) Business Days' prior and irrevocable written notice to the Agent, to terminate or reduce the Revolving Credit Commitments and (including the Short-Term Revolving Credit Commitments Multicurrency Funding Limit) without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $5,000,000 as determined by the Borrower and in integral multiples of $5,000,000, and (ii) allocated ratably among the Banks Lenders in proportion to their respective Percentages of the relevant Credit, Revolving Credit Commitments; provided that (v) the Revolving Credit Commitments may not be terminated in whole before the termination of the Short-Term Revolving Credit Commitments, (w) the Revolving Credit Commitments Commitment Amount may not be reduced to an amount less than the sum of the Original Dollar Amount aggregate principal amount of all outstanding Revolving LoansLoans plus the aggregate undrawn face amount of outstanding Letters of Credit plus any unpaid Reimbursement Obligations with respect to Letters of Credit, all Revolving Swing Loans and all L/C Obligations issued and outstanding as part of the Revolving Credit then outstanding, (x) any reduction of the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments shall automatically reduce the L/C Commitment by a like amount, (y) any reduction of the Revolving Credit Commitments to an amount less than the Swing Line Commitment shall automatically reduce the Swing Line Commitment to such amount as well and (z) the Short-Term Revolving Credit Commitments Amount may not be reduced to an amount less than the Original Dollar Amount aggregate undrawn face amount of all Shortoutstanding Letters of Credit plus any unpaid Reimbursement Obligations with respect to Letters of Credit, in each case after converting, if necessary, any such outstanding Obligations to Dollars in accordance with Section 10.19 and after giving effect to payments on such proposed termination or reduction date, unless the Borrower provide to the Agent cash collateral in an amount sufficient to cover such shortage or back to back letters of credit from a bank whose long-Term Revolving Loans, all Short-Term Swing Loans, all L/C Obligations issued term senior unsecured debt rating is rated A or above from either S&P or Xxxxx'x or such other bank satisfactory to the Majority Lenders in an amount equal to the undrawn face amount of any applicable outstanding Letters of Credit with an expiration date of at least five (5) days after the expiration date of any applicable Letter of Credit and outstanding as part which provide that the Agent may make a drawing thereunder in the event that it pays a drawing under such Letter of Credit. The Agent shall give prompt notice to each Lender of any such termination of the Short-Term Revolving Credit Commitments. Any termination of Revolving Credit Commitments pursuant to this Section 2.14 is permanent and all Bid Loans then outstandingmay not be reinstated. The Borrowers Borrower shall have the right at any time and from time to time, by upon five (5) Business Days' prior and irrevocable written notice to the AgentABN AMRO, to terminate or reduce the L/C Agent Credit Commitment without premium or penalty, in whole or in part. Any such termination ; provided that the Agent Commitment Amount may not be reduced to an amount less than the sum of the L/C Commitment shall not reduce aggregate principal amount of outstanding Agent Loans plus the Revolving aggregate undrawn face amount of outstanding Agent Letters of Credit Commitments or the Short-Term Revolving Credit Commitments unless the Borrowers elect plus any unpaid Agent Reimbursement Obligations with respect to do so in the manner provided in the preceding sentence. The Agent shall give prompt notice to each Bank Letters of any such termination of CommitmentsCredit. Any termination of Commitments Agent Credit Commitment pursuant to this Section 4.7 2.14 is permanent and may not be reinstated.