Common use of Optional Termination and Reduction of Commitments Clause in Contracts

Optional Termination and Reduction of Commitments. (a) Subject to Section 2.9(b), the Borrower may permanently terminate, or from time to time in part permanently reduce, the Total Commitments upon at least three Business Days prior written notice to the Administrative Agent (who shall promptly forward a copy thereof to each Lender and which notice may be revocable; provided, that (i) such notice is only revocable during the three Business Day period beginning on the date that such notice is given to the Administrative Agent and ending on the stated date of such Commitment reduction and (ii) the Borrower shall indemnify the Lenders pursuant to Section 2.12 as a result of the Borrower’s revocation of such notice); provided, that no such termination or reduction of Total Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans and Swingline Loans made on the effective date thereof, the aggregate amount of Revolving Extensions of Credit outstanding at such time would exceed the Total Commitments. Such notice shall specify the date and the amount of the termination or reduction of the Total Commitments. Each such partial reduction of the Total Commitments shall be in a minimum aggregate principal amount of $5,000,000 and in an integral multiple of $1,000,000. (b) On the Termination Date, the Total Commitments shall be zero. (c) Each reduction in the Total Commitments pursuant to this paragraph shall be made ratably among the Lenders in accordance with their respective Commitments. (d) Simultaneously with any termination or reduction of the Commitments pursuant to this paragraph, the Borrower shall pay to the Administrative Agent for the accounts of the Lenders the Commitment Fees on the amount of the Total Commitments, so terminated or reduced, accrued through the date of such termination or reduction.

Optional Termination and Reduction of Commitments. (a) Subject to Section 2.9(b), the Borrower may permanently terminate, or from time to time in part permanently reduce, the Total Commitments upon at least three Business Days prior written notice to the Administrative Agent (who shall promptly forward a copy thereof to each Lender and which notice may be revocable; provided, that (i) such notice is only revocable during the three Business Day period beginning on the date that such notice is given to the Administrative Agent and ending on the stated date of such Commitment reduction and (ii) the Borrower shall indemnify the Lenders pursuant to Section 2.12 as a result of the Borrower’s revocation of such notice); provided, that no such termination or reduction of Total Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans and Swingline Loans made on the effective date thereof, the aggregate amount of Revolving Extensions of Credit outstanding at such time would exceed the Total Commitments. Such notice shall specify the date and the amount of the termination or reduction of the Total Commitments. Each such partial reduction of the Total Commitments shall be in a minimum aggregate principal amount of $5,000,000 and in an integral multiple of $1,000,000. (b) On the Termination Date, the Total Commitments shall be zero. (c) Each reduction in the Total Commitments pursuant to this paragraph shall be made ratably among the Lenders in accordance with their respective Commitments. (d) Simultaneously with any termination or reduction of the Commitments pursuant to this paragraph, the Borrower shall pay to the Administrative Agent for the accounts of the Lenders the Commitment Fees on the amount of the Total Commitments, so terminated or reduced, accrued through the date of such termination or reduction.

Optional Termination and Reduction of Commitments. (a) Subject to Section 2.9(b), the Borrower may permanently terminate, or from time to time in part permanently reduce, the Total Commitments upon at least three Business Days prior written notice to the Administrative Agent (who shall promptly forward a copy thereof to each Lender and which notice may be revocable; provided, that (i) such notice is only revocable during the three Business Day period beginning on the date that such notice is given to the Administrative Agent and ending on the stated date of such Commitment reduction and (ii) the Borrower shall indemnify the Lenders pursuant to Section 2.12 as a result of the Borrower’s 's revocation of such notice); provided, that no such termination or reduction of Total Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans and Swingline Loans made on the effective date thereof, the aggregate amount of Revolving Extensions of Credit outstanding at such time would exceed the Total Commitments. Such notice shall specify the date and the amount of the termination or reduction of the Total Commitments. Each such partial reduction of the Total Commitments shall be in a minimum aggregate principal amount of $5,000,000 and in an integral multiple of $1,000,000. (b) On the Termination Date, the Total Commitments shall be zero. (c) Each reduction in the Total Commitments pursuant to this paragraph shall be made ratably among the Lenders in accordance with their respective Commitments. (d) Simultaneously with any termination or reduction of the Commitments pursuant to this paragraph, the Borrower shall pay to the Administrative Agent for the accounts of the Lenders the Commitment Fees on the amount of the Total Commitments, so terminated or reduced, accrued through the date of such termination or reduction.

Optional Termination and Reduction of Commitments. (a) Subject to Section 2.9(b), the Borrower may permanently terminate, or from time to time in part permanently reduce, the Total Three-Year Commitments upon at least three Business Days prior written notice to the Administrative Agent (who shall promptly forward a copy thereof to each Lender and which notice may be revocable; provided, that (i) such notice is only revocable during the three Business Day period beginning on the date that such notice is given to the Administrative Agent and ending on the stated date of such Commitment reduction and (ii) the Borrower shall indemnify the Lenders pursuant to Section 2.12 as a result of the Borrower’s 's revocation of such notice); provided, that no such termination or reduction of Total Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans and Swingline Loans made on the effective date thereof, the aggregate amount of Revolving Extensions of Credit outstanding at such time would exceed the Total Commitments. Such notice shall specify the date and the amount of the termination or reduction of the Total Three-Year Commitments. Each such partial reduction of the Total Three-Year Commitments shall be in a minimum aggregate principal amount of $5,000,000 and in an integral multiple of $1,000,000. (b) On the Termination Date, the Total Three-Year Commitments shall be zero. (c) Each reduction in the Total Commitments Three-Year Commitment pursuant to this paragraph shall be made ratably among the Lenders in accordance with their respective Commitments. (d) Simultaneously with any termination or reduction of the Commitments pursuant to this paragraph, the Borrower shall pay to the Administrative Agent for the accounts of the Lenders the Commitment Fees on the amount of the Total Three-Year Commitments, so terminated or reduced, accrued through the date of such termination or reduction.

Optional Termination and Reduction of Commitments. (a) Subject to Section 2.9(b), the Borrower may permanently terminate, or from time to time in part permanently reduce, the Total 364-Day Commitments upon at least three Business Days prior written notice to the Administrative Agent (who shall promptly forward a copy thereof to each Lender and which notice may be revocable; provided, that (i) such notice is only revocable during the three Business Day period beginning on the date that such notice is given to the Administrative Agent and ending on the stated date of such Commitment reduction and (ii) the Borrower shall indemnify the Lenders pursuant to Section 2.12 as a result of the Borrower’s 's revocation of such notice); provided, that no such termination or reduction of Total Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans and Swingline Loans made on the effective date thereof, the aggregate amount of Revolving Extensions of Credit outstanding at such time would exceed the Total Commitments. Such notice shall specify the date and the amount of the termination or reduction of the Total 364-Day Commitments. Each such partial reduction of the Total 364-Day Commitments shall be in a minimum aggregate principal amount of $5,000,000 and in an integral multiple of $1,000,000. (b) On the Termination Date, the Total 364-Day Commitments shall be zero. (c) Each reduction in the Total Commitments 364-Day Commitment pursuant to this paragraph shall be made ratably among the Lenders in accordance with their respective Commitments. (d) Simultaneously with any termination or reduction of the Commitments pursuant to this paragraph, the Borrower shall pay to the Administrative Agent for the accounts of the Lenders the Commitment Fees on the amount of the Total 364-Day Commitments, so terminated or reduced, accrued through the date of such termination or reduction.

Optional Termination and Reduction of Commitments. (a) Subject to Section 2.9(b2.13(b), the Borrower may permanently terminate, or from time to time in part permanently reduce, either or both of the Total Commitments Facility A Commitment or the Total Facility B Commitment, in each case upon at least three two Business Days prior written notice to the Administrative Agent (who shall promptly forward a copy thereof to each Lender and which notice may be revocable; provided, that (i) such notice is only revocable during the three Business Day period beginning on the date that such notice is given to the Administrative Agent and ending on the stated date of such Commitment reduction and (ii) the Borrower shall indemnify the Lenders pursuant to Section 2.12 as a result of the Borrower’s revocation of such noticeLender); provided, that no such termination or reduction of Total Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans and Swingline Loans made on the effective date thereof, the aggregate amount of Revolving Extensions of Credit outstanding at such time would exceed the Total Commitments. Such notice shall specify the date and the amount of the termination or reduction of either or both of the Total CommitmentsFacility A Commitment or the Total Facility B Commitment. Each such partial reduction of either or both of the Total Commitments Facility A Commitment or the Total Facility B Commitment shall be in a minimum aggregate principal amount of $5,000,000 and in an integral multiple of $1,000,000. (b) On the Facility A Termination Date, Date the Total Commitments Facility A Commitment shall be zero. (c) On the Facility B Termination Date, the Total Facility B Commitment shall be zero. (d) Each reduction in the Total Commitments Facility A Commitment or the Total Facility B Commitment pursuant to this paragraph shall be made ratably among the Lenders in accordance with their respective Facility A Commitments or Facility B Commitments, as applicable. (de) Simultaneously with any termination or reduction of the Facility A Commitments or Facility B Commitments pursuant to this paragraph, the Borrower shall pay to the Administrative Agent for the accounts of the Lenders the Commitment Fees on the amount of the Total CommitmentsFacility A or Facility B Commitment, as applicable, so terminated or reduced, accrued through the date of such termination or reduction.

Optional Termination and Reduction of Commitments. (ai) Subject to Section 2.9(b), the The Borrower may permanently at any time terminate, or from time to time in part permanently reduce, the Total Commitments; provided that (A) each reduction of the Commitments upon shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000 and (B) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(c), the total Credit Exposures would exceed the total Commitments. (ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Section 2.06(b)(i) at least three Business Days prior written 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 the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent (who shall promptly forward a copy thereof to each Lender and which notice may be revocable; provided, that (i) such notice is only revocable during the three Business Day period beginning on the date that such notice is given or prior to the Administrative Agent and ending on the stated date of specified effective date) if such Commitment reduction and (ii) the Borrower shall indemnify the Lenders pursuant to Section 2.12 as a result of the Borrower’s revocation of such notice); provided, that no such termination or reduction of Total Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans and Swingline Loans made on the effective date thereof, the aggregate amount of Revolving Extensions of Credit outstanding at such time would exceed the Total Commitmentscondition is not satisfied. Such notice shall specify the date and the amount of the Any termination or reduction of the Total CommitmentsCommitments shall be permanent and may not be reinstated. Each such partial reduction of the Total Commitments shall be in a minimum aggregate principal amount of $5,000,000 and in an integral multiple of $1,000,000. (b) On the Termination Date, the Total Commitments shall be zero. (c) Each reduction in the Total Commitments pursuant to this paragraph shall be made ratably among the Lenders in accordance with their respective Commitments. each Lender’s Applicable Percentage; provided that if any Lender is a Defaulting Lender at such time as the Borrower elects to terminate or reduce the Commitments hereunder, the Borrower may (din its discretion) Simultaneously with apply all or any termination or reduction portion of the Commitments pursuant to this paragraphbe reduced, to the Commitment of any one or more Defaulting Lenders specified by the Borrower shall pay before applying any remaining reduction to the Administrative Agent for the accounts of the Lenders the Commitment Fees on the amount of the Total Commitments, so terminated or reduced, accrued through the date of such termination or reductionall Lenders.

Optional Termination and Reduction of Commitments. (a) Subject to Section 2.9(b), the Borrower The Borrowers may permanently at any time terminate, or from time to time in part permanently reduce, the Total Facility A and Facility B Commitments, pro rata as between Facility A and Facility B; provided that (i) each reduction of the Commitments upon shall be in an amount that is an integral multiple of US$100,000 (including the US Dollar Equivalent of the relevant Yen denominated amount with respect to Facility B) and not less than US$5,000,000 (including the US Dollar Equivalent of the relevant Yen denominated amount with respect to Facility B) and (ii) the Borrowers shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08 and 2.09, (x) the sum of the Facility A Exposures would exceed the total Facility A Commitments or (y) the sum of the Facility B Exposures would exceed the total Facility B Commitments. (b) The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Facility A and Facility B Commitments under paragraph (a) of this Section at least three Business Days prior written 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 the contents thereof. Each notice delivered by the Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent (who shall promptly forward a copy thereof to each Lender and which notice may be revocable; provided, that (i) such notice is only revocable during the three Business Day period beginning on the date that such notice is given or prior to the Administrative Agent and ending on the stated date of specified effective date) if such Commitment reduction and (ii) the Borrower shall indemnify the Lenders pursuant to Section 2.12 as a result of the Borrower’s revocation of such notice); provided, that no such termination or reduction of Total Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans and Swingline Loans made on the effective date thereof, the aggregate amount of Revolving Extensions of Credit outstanding at such time would exceed the Total Commitmentscondition is not satisfied. Such notice shall specify the date and the amount of the Any termination or reduction of the Total CommitmentsCommitments shall be permanent. Each such partial reduction of the Total Facility A or Facility B Commitments shall be in a minimum aggregate principal amount of $5,000,000 and in an integral multiple of $1,000,000. (b) On the Termination Date, the Total Commitments shall be zero. (c) Each reduction in the Total Commitments pursuant to this paragraph shall be made ratably among the Facility A and Facility B Lenders respectively in accordance with their respective Commitments. (d) Simultaneously with any termination or reduction of the Commitments pursuant to this paragraph, the Borrower shall pay to the Administrative Agent for the accounts of the Lenders the Commitment Fees on the amount of the Total Commitments, so terminated or reduced, accrued through the date of such termination or reduction.

Optional Termination and Reduction of Commitments. (a) Subject to Section 2.9(b2.13(b), the Borrower may permanently terminate, or from time to time in part permanently reduce, either or both of the Total Commitments Facility A Commitment or the Total Facility B Commitment, in each case upon at least three ten Business Days Days' prior written notice to the Administrative Agent (who shall promptly forward a copy thereof to each Lender and which notice may be revocable; providedand, that (i) such notice is only revocable during the three Business Day period beginning on the date that such notice is given if related to the Administrative Agent and ending on the stated date of such Commitment reduction and (ii) the Borrower shall indemnify the Lenders pursuant to Section 2.12 as a result of the Borrower’s revocation of such notice); provided, that no such termination or reduction of Total Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans and Swingline Loans made on the effective date thereofFacility A Commitment, the aggregate amount of Revolving Extensions of Credit outstanding at such time would exceed the Total CommitmentsAuction Administration Agent). Such notice shall specify the date and the amount of the termination or reduction of either or both of the Total CommitmentsFacility A Commitment or the Total Facility B Commitment. Each such partial reduction of either or both of the Total Commitments Facility A Commitment or the Total Facility B Commitment shall be in a minimum aggregate principal amount of $5,000,000 and in an integral multiple of $1,000,000. (b) If the Total Facility B Commitment is being reduced pursuant to subsection (a) above and no Default or Event of Default has occurred and is continuing, the reduction shall apply first to Tranche B-1, with the remainder to be applied to Tranche B-2. (c) On the Termination Date, Date the Total Commitments Facility A Commitment shall be zero. (cd) Each On the Facility B Termination Date, the Total Facility B Commitment shall be zero. (e) Subject to the provisions of Section 2.7(b) above, each reduction in the Total Commitments Facility A Commitment or the Total Facility B Commitment pursuant to this paragraph shall be made ratably among the Lenders in accordance with their respective Facility A Commitments or Facility B Commitments, as applicable. (df) Simultaneously with any termination or reduction of the Facility A Commitments or Facility B Commitments pursuant to this paragraph, the Borrower shall pay to the Administrative Agent for the accounts of the Lenders the Commitment Fees on the amount of the Total CommitmentsFacility A or Facility B Commitment, as applicable, so terminated or reduced, accrued through the date of such termination or reduction.

Optional Termination and Reduction of Commitments. (ai) Subject to Section 2.9(b), the The Borrower may permanently at any time terminate, or from time to time in part permanently reduce, the Total total Commitments; provided that (A) each reduction of the total Commitments upon shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (B) the Borrower shall not terminate or reduce the total Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(c), the total Credit Exposures would exceed the total Commitments. (ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the total Commitments under Section 2.07(a)(i) at least three (3) Business Days prior written 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 the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.07(a)(ii) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon (i) the effectiveness of other credit facilities or (ii) the issuance or incurrence of other indebtedness permitted under Section 9.02, and in each such case, such notice may be revoked by the Borrower by notice to the Administrative Agent (who shall promptly forward a copy thereof to each Lender and which notice may be revocable; provided, that (i) such notice is only revocable during the three Business Day period beginning on the date that such notice is given or prior to the Administrative Agent and ending on the stated date of such Commitment reduction and (ii) the Borrower shall indemnify the Lenders pursuant to Section 2.12 as a result of the Borrower’s revocation of such notice); provided, that no such termination or reduction of Total Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans and Swingline Loans made on the specified effective date thereofif such condition is not satisfied. (iii) Other than as provided in Section 2.07(a)(iv) below, the aggregate amount of Revolving Extensions of Credit outstanding at such time would exceed the Total Commitments. Such notice shall specify the date and the amount of the any termination or reduction of the Total CommitmentsCommitments shall be permanent and may not be reinstated except pursuant to Section 2.07(b). Each such partial reduction of the Total Commitments shall be in a minimum aggregate principal amount of $5,000,000 and in an integral multiple of $1,000,000. (b) On the Termination Date, the Total Commitments shall be zero. (c) Each reduction in the Total Commitments pursuant to this paragraph shall be made ratably among the Lenders in accordance with their respective Commitmentseach Lender’s Applicable Percentage. (div) Simultaneously with If any Lender shall be a Defaulting Lender, the Borrower, at the Borrower’s election may elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination or reduction must be of the Commitments pursuant to this paragraphDefaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Loans owed to such Defaulting Lender, commitment fees accrued prior to the time such Defaulting Lender became a Defaulting Lender, and letter of credit fees accrued prior to the time such Defaulting Lender became a Defaulting Lender but specifically excluding any amounts owing under Section 5.02 as result of such payment of Loans) and shall deposit with the Administrative Agent for cash collateral in the accounts amount equal to such Defaulting Lender’s ratable share of the Lenders LC Exposure, including any such LC Exposure that has been reallocated pursuant to Section 4.05(a)(iv); and (iii) a Defaulting Lender’s Commitment may be terminated by the Commitment Fees on Borrower under this Section 2.07(a)(iv) if and only if at such time, the amount Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Total CommitmentsBorrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, so terminated (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Section 5.01, Section 5.03, Section 12.02, and Section 12.03 shall continue with respect to events and occurrences occurring before or reducedconcurrently with its ceasing to be a “Lender” hereunder, accrued through the date (B) such Defaulting Lender’s Commitment shall be terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder, provided that, any such termination will not be deemed to be a waiver or reductionrelease of any claim by Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender.

Optional Termination and Reduction of Commitments. (ai) Subject to Section 2.9(b), the Borrower The Borrowers may permanently at any time terminate, or from time to time in part permanently reduce, the Total Commitments; provided that (A) each reduction of the Commitments upon shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000 and (B) the Borrowers shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(c), the total Credit Exposures would exceed the total Commitments. (ii) The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Section 2.06(b)(i) at least three Business Days prior written 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 the contents thereof. Each notice delivered by the Borrowers pursuant to this Section 2.06(b)(ii) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent (who shall promptly forward a copy thereof to each Lender and which notice may be revocable; provided, that (i) such notice is only revocable during the three Business Day period beginning on the date that such notice is given or prior to the Administrative Agent and ending on the stated date of specified effective date) if such Commitment reduction and (ii) the Borrower shall indemnify the Lenders pursuant to Section 2.12 as a result of the Borrower’s revocation of such notice); provided, that no such termination or reduction of Total Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans and Swingline Loans made on the effective date thereof, the aggregate amount of Revolving Extensions of Credit outstanding at such time would exceed the Total Commitmentscondition is not satisfied. Such notice shall specify the date and the amount of the Any termination or reduction of the Total CommitmentsCommitments shall be permanent and may not be reinstated. Each such partial reduction of the Total Commitments shall be in a minimum aggregate principal amount of $5,000,000 and in an integral multiple of $1,000,000. (b) On the Termination Date, the Total Commitments shall be zero. (c) Each reduction in the Total Commitments pursuant to this paragraph shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage; provided that if any Lender is a Defaulting Lender at such time as the Borrowers elect to terminate or reduce the Commitments hereunder, the Borrowers may (in their respective Commitments. (ddiscretion) Simultaneously with apply all or any termination or reduction portion of the Commitments pursuant to this paragraphbe reduced, the Borrower shall pay to the Administrative Agent for Commitment of any one or more Defaulting Lenders specified by the accounts of the Lenders the Commitment Fees on the amount of the Total Commitments, so terminated or reduced, accrued through the date of such termination or reductionBorrowers before applying any remaining reduction to all Lenders.