Common use of Optional Changes in Maximum Facility Amount Clause in Contracts

Optional Changes in Maximum Facility Amount. (a) So long as no Incipient Termination Event or Termination Event shall have occurred and be continuing, the Borrower may, not more than twice during each calendar year, reduce the Aggregate Commitment permanently (provided that any such reduction resulting from the transaction described on Schedule 2.02 shall not be counted for this purpose); provided, that (i) the Borrower shall give ten Business Days' prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.02 (a) (each such notice, a "Commitment Reduction Notice"), (ii) any partial reduction of the Aggregate Commitment shall be in a minimum amount of $5,000,000 or an integral multiple thereof, (iii) no such partial reduction shall reduce the Aggregate Commitment below the greater of (x) the Outstanding Principal Amount at such time and (y) $50,000,000 and (iv) the Borrower shall pay the Prepayment Premium with respect to such reduction if such reduction occurs prior to the third anniversary of the Closing Date; provided, however, that the Borrower shall not have to pay a Prepayment Premium with respect to a single reduction of the Aggregate Commitment, at the Borrower's option, to an amount not less than $110,000,000, but only if such reduction is in connection with the sale of the assets of the Originators described on Schedule 2.02 made on or before December 31, 2002. Any such reduction in the Aggregate Commitment shall result in a reduction in each Lender's Commitment in an amount equal to such Lender's Pro Rata Share of the amount by which the Aggregate Commitment is being reduced. (b) The Borrower may, at any time, on at least 20 days' prior written notice, by the Borrower to the Administrative Agent irrevocably terminate the Aggregate Commitment; provided, that (i) such notice of termination shall be substantially in the form of Exhibit 2.02 (b) (the "Commitment Termination Notice"), (ii) the Borrower shall reduce the Outstanding Principal Amount to zero and make all payments required by Section 2.03(h) at the time and in the manner specified therein and (iii) the Borrower shall pay the Prepayment Premium if such termination occurs prior to the third anniversary of the Closing Date. Upon such termination, the Borrower's right to request that any Lender make Advances hereunder shall simultaneously terminate and the Commitment Termination Date shall automatically occur. In addition to the foregoing, the Borrower hereby agrees to pay the Prepayment Premium if it voluntarily causes a Termination Event to occur prior to the third anniversary of the Closing Date. (c) Each written notice required to be delivered pursuant to Sections 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Agent and the Lenders not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent and the Lenders after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Aggregate Commitment.

Optional Changes in Maximum Facility Amount. (a) So long as no Incipient Termination Event or Termination Event shall have occurred and be continuing, the Borrower may, not more than twice four times during each calendar year, reduce the Aggregate Commitment permanently (provided that any such reduction resulting from the transaction described on Schedule 2.02 shall not be counted for this purpose)Maximum Facility Amount permanently; provided, that (i) the Borrower shall give ten Business Days' prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.02 (a) (each such notice, a "Commitment Reduction Notice"), (ii) any partial reduction of the Aggregate Commitment Maximum Facility Amount shall be in a minimum amount of $5,000,000 or an integral multiple thereof, and (iii) no such partial reduction shall reduce the Aggregate Commitment Maximum Facility Amount below the greater of (x) the Outstanding Principal Amount at such time and (y) $50,000,000 and (iv) the Borrower shall pay the Prepayment Premium with respect to such reduction if such reduction occurs prior to the third anniversary of the Closing Date; provided, however, that the Borrower shall not have to pay a Prepayment Premium with respect to a single reduction of the Aggregate Commitment, at the Borrower's option, to an amount not less than $110,000,000, but only if such reduction is in connection with the sale of the assets of the Originators described on Schedule 2.02 made on or before December 31, 2002. Any such reduction in the Aggregate Commitment shall result in a reduction in each Lender's Commitment in an amount equal to such Lender's Pro Rata Share of the amount by which the Aggregate Commitment is being reduced50,000,000. (b) The Borrower may, may at any time, time on at least 20 30 days' prior written notice, notice by the Borrower to the Administrative Agent irrevocably terminate the Aggregate CommitmentMaximum Facility Amount; provided, that (i) such notice of termination shall be substantially in the form of Exhibit 2.02 (b) (the "Commitment Termination Notice"), ) and (ii) the Borrower shall reduce the Outstanding Principal Amount to zero and make all payments required by Section 2.03(h2.03(c) at the time and in the manner specified therein and (iii) the Borrower shall pay the Prepayment Premium if such termination occurs prior to the third anniversary of the Closing Datetherein. Upon such termination, the Borrower's right to request that any Lender make Advances hereunder shall simultaneously terminate and the Commitment Facility Termination Date shall automatically occur. In addition to the foregoing, the Borrower hereby agrees to pay the Prepayment Premium if it voluntarily causes a Termination Event to occur prior to the third anniversary of the Closing Date. (c) Each written notice required to be delivered pursuant to Sections 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Agent and the Lenders not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent and the Lenders after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Aggregate CommitmentMaximum Facility Amount.

Optional Changes in Maximum Facility Amount. (a) So long as no Incipient Termination Event or Termination Event shall have occurred and be continuing, the Borrower may, not more than twice during each calendar year, reduce the Aggregate Commitment permanently (provided that any such reduction resulting from the transaction described on Schedule 2.02 shall not be counted for this purpose); provided, that (i) the Borrower shall give ten Business Days' prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.02 (a) (each such notice, a "Commitment Reduction Notice"), (ii) any partial ------- --------------------------- reduction of the Aggregate Commitment shall be in a minimum amount of $5,000,000 or an integral multiple thereof, and (iii) no such partial reduction shall reduce the Aggregate Commitment below the greater of (x) the Outstanding Principal Amount at such time and (y) $50,000,000 and (iv) the Borrower shall pay the Prepayment Premium with respect to such reduction if such reduction occurs prior to the third anniversary of the Closing Date; provided, however, that the Borrower shall not have to pay a Prepayment Premium with respect to a single reduction of the Aggregate Commitment, at the Borrower's option, to an amount not less than $110,000,000, but only if such reduction is in connection with the sale of the assets of the Originators described on Schedule 2.02 made on or before December 31, 200250,000,000. Any such reduction in the Aggregate Commitment shall result in a reduction in each Lender's Commitment in an amount equal to such Lender's Lenders Pro Rata Share of the amount by which the Aggregate aggregate Commitment is being reduced. (b) The Borrower may, at any time, on at least 20 30 days' prior written notice, by the Borrower to the Administrative Agent irrevocably terminate the Aggregate Commitment; provided, that (i) such notice of termination shall be substantially -------- in the form of Exhibit 2.02 (b) (the "Commitment Termination Notice"), ) and (ii) --------------- ----------------------------- the Borrower shall reduce the Outstanding Principal Amount to zero and make all payments required by Section 2.03(h) at the time and in the manner specified therein and (iii) the Borrower shall pay the Prepayment Premium if such termination occurs prior to the third anniversary of the Closing Date--------------- therein. Upon such termination, the Borrower's right to request that any Lender make Advances hereunder shall simultaneously terminate and the Commitment Termination Date shall automatically occur. In addition to the foregoing, the Borrower hereby agrees to pay the Prepayment Premium if it voluntarily causes a Termination Event to occur prior to the third anniversary of the Closing Date. (c) Each written notice required to be delivered pursuant to Sections 2.02(a-------- 2.02 (a) and (b) shall be irrevocable and shall be effective (i) on the day of ------- --- receipt if received by the Administrative Agent and the Lenders not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent and the Lenders after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Aggregate Commitment.

Optional Changes in Maximum Facility Amount. (a) So long as no Incipient Termination Event or Termination Event shall have occurred and be continuing, the Borrower may, not more than twice during each calendar year, reduce the Aggregate Commitment permanently (provided that any such reduction resulting from the transaction described on Schedule 2.02 shall not be counted for this purpose)Maximum Facility Amount permanently; provided, that (i) the Borrower shall give ten Business Days' prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.02 (a) (each such notice, a "Commitment Reduction Notice"), (ii) any partial reduction of the Aggregate Commitment Maximum Facility Amount shall be in a minimum amount of $5,000,000 or an integral multiple thereof, and (iii) no such partial reduction shall reduce the Aggregate Commitment Maximum Facility Amount below the greater of (x) the Outstanding Principal Amount at such time and (y) $50,000,000 and (iv) the Borrower shall pay the Prepayment Premium with respect to such reduction if such reduction occurs prior to the third anniversary of the Closing Date; provided, however, that the Borrower shall not have to pay a Prepayment Premium with respect to a single reduction of the Aggregate Commitment, at the Borrower's option, to an amount not less than $110,000,000, but only if such reduction is in connection with the sale of the assets of the Originators described on Schedule 2.02 made on or before December 31, 2002. Any such reduction in the Aggregate Commitment shall result in a reduction in each Lender's Commitment in an amount equal to such Lender's Pro Rata Share of the amount by which the Aggregate Commitment is being reduced50,000,000. (b) The Borrower may, may at any time, time on at least 20 90 days' prior written notice, notice by the Borrower to the Administrative Agent irrevocably terminate the Aggregate CommitmentMaximum Facility Amount; provided, that (i) such notice of termination shall be substantially in the form of Exhibit 2.02 (b) (the "Commitment Termination Notice"), ) and (ii) the Borrower shall reduce the Outstanding Principal Amount to zero and make all payments required by Section 2.03(h2.03(c) at the time and in the manner specified therein and (iii) the Borrower shall pay the Prepayment Premium if such termination occurs prior to the third anniversary of the Closing Datetherein. Upon such termination, the Borrower's right to request that any Lender make Advances hereunder shall simultaneously terminate and the Commitment Facility Termination Date shall automatically occur. In addition to the foregoing, the Borrower hereby agrees to pay the Prepayment Premium if it voluntarily causes a Termination Event to occur prior to the third anniversary of the Closing Date. (c) Each written notice required to be delivered pursuant to Sections 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Agent and the Lenders not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent and the Lenders after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Aggregate CommitmentMaximum Facility Amount.