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

Optional Termination or Reduction of Commitments. The Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon at least 3 Business Days irrevocable notice to the Administrative Agent and the Multicurrency Agent, terminate at any time, or proportionately reduce from time to time by an aggregate amount of at least $2,000,000 or any larger multiple of $1,000,000, the Commitments; provided, however: (1) each termination or reduction, as the case may be, shall be permanent and irrevocable; (2) no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments and Total Unused Multicurrency Commitments on the date of such termination or reduction; (3) no such reduction pursuant to this Section 2.08 shall result in the aggregate Commitments of all of the Lenders being reduced to an amount less than $20,000,000, unless the Revolver Commitments and the Multicurrency Commitments are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; (4) each reduction of the Commitments shall be applied to reduce ratably the Revolver Commitments and the Multicurrency Commitments; and (5) any termination of the Commitments shall terminate both the Revolver Commitments and the Multicurrency Commitments. Each reduction shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class being reduced.

Optional Termination or Reduction of Commitments. The Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon at least 3 Business Days Day’s irrevocable notice to the Administrative Agent and the Multicurrency Agent, terminate at any time, or proportionately reduce from time to time by an aggregate amount of at least $2,000,000 5,000,000 or any larger multiple of $1,000,000, the Revolver Commitments; provided, however: (1) each termination or reduction, as the case may be, shall be permanent and irrevocable; (2) no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments and Total Unused Multicurrency Commitments on the date of such termination or reduction; (3) no such reduction pursuant to this Section 2.08 shall result in the aggregate Revolver Commitments of all of the Lenders being reduced to an amount less than $20,000,00010,000,000, unless the Revolver Commitments and the Multicurrency Commitments are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; and (4) each reduction of (unless the Commitments Borrower shall be applied to reduce ratably the have prepaid all Advances, and terminated in full all Revolver Commitments and Swing Advance commitments, within 30 days after the Multicurrency Commitments; Administrative Agent has disapproved any entity described in clause (ii) of the definition of “Loan Fund Joint Venture”) the Borrower shall pay to the Administrative Agent, for distribution ratably to the Lenders, a commitment reduction fee equal to (a) 1.0% of the amount of such permanent reduction to the Revolver Commitment, if such reduction occurs on or prior to the second anniversary of the Restatement Date and (5b) any termination 0.25% of the Commitments shall terminate both amount of such reduction, if such reduction occurs after the Revolver Commitments second anniversary of the Restatement Date and ninety (90) days prior to the Multicurrency Commitmentsthird anniversary of the Restatement Date. Each reduction shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class being reducedRevolver Commitments.

Optional Termination or Reduction of Commitments. The Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon at least 3 Business Days Day’s irrevocable notice to the Administrative Agent and the Multicurrency Agent, terminate at any time, or proportionately reduce from time to time by an aggregate amount of at least $2,000,000 5,000,000 or any larger multiple of $1,000,000, the Revolver 140760.01015/122598522v.1140760.01015/122598522v.9 Commitments; provided, however: (1) each termination or reduction, as the case may be, shall be permanent and irrevocable; (2) no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments and Total Unused Multicurrency Commitments on the date of such termination or reduction; (3) no such reduction pursuant to this Section 2.08 shall result in the aggregate Revolver Commitments of all of the Lenders being reduced to an amount less than $20,000,00010,000,000, unless the Revolver Commitments and the Multicurrency Commitments are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; and (4) each reduction of (unless the Commitments Borrower shall be applied to reduce ratably the have prepaid all Advances, and terminated in full all Revolver Commitments and Swing Advance commitments, within 30 days after the Multicurrency Commitments; Administrative Agent has disapproved any entity described in clause (ii) of the definition of “Loan Fund Joint Venture”) the Borrower shall pay to the Administrative Agent, for distribution ratably to the Lenders, a commitment reduction fee equal to (a) 1.0% of the amount of such permanent reduction to the Revolver Commitment, if such reduction occurs on or prior to the second anniversary of the Restatement Date and (5b) any termination 0.25% of the Commitments shall terminate both amount of such reduction, if such reduction occurs after the Revolver Commitments second anniversary of the Restatement Date and ninety (90) days prior to the Multicurrency Commitmentsthird anniversary of the Restatement Date. Each reduction shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class being reducedRevolver Commitments.

Optional Termination or Reduction of Commitments. The Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon at least 3 Business Days Day’s irrevocable notice to the Administrative Agent and the Multicurrency Agent, terminate at any time, or proportionately reduce from time to time by an aggregate amount of at least $2,000,000 5,000,000 or any larger multiple of $1,000,000, the Revolver Commitments; provided, however: (1) each termination or reduction, as the case may be, shall be permanent and irrevocable; (2) no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments and Total Unused Multicurrency Commitments on the date of such termination or reduction; (3) no such reduction pursuant to this Section 2.08 shall result in the aggregate Revolver Commitments of all of the Lenders being reduced to an amount less than $20,000,00010,000,000, unless the Revolver Commitments and the Multicurrency Commitments are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; and (4) each reduction of (unless the Commitments Borrower shall be applied to reduce ratably the have prepaid all Advances, and terminated in full all Revolver Commitments and Swing Advance commitments, within 30 days after the Multicurrency Commitments; Administrative Agent has disapproved any entity described in clause (ii) of the definition of “Loan Fund Conformed Credit Agreement - Page 49 ‌ ‌ ​ Joint Venture”) the Borrower shall pay to the Administrative Agent, for distribution ratably to the Lenders, a commitment reduction fee equal to (a) 1.0% of the amount of such permanent reduction to the Revolver Commitment, if such reduction occurs on or prior to the second anniversary of the Restatement Date and (5b) any termination 0.25% of the Commitments shall terminate both amount of such reduction, if such reduction occurs after the Revolver Commitments second anniversary of the Restatement Date and ninety (90) days prior to the Multicurrency Commitmentsthird anniversary of the Restatement Date. Each reduction shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class being reducedRevolver Commitments.

Optional Termination or Reduction of Commitments. The During the Revolving Credit Period, the Borrower may, subject to any applicable prepayments pursuant to Section 2.11, ----------- upon at least 3 three Domestic Business Days irrevocable Days' notice to the Administrative Agent and the Multicurrency Agent, (i) terminate the Commitments at any time, if no Loans, Letters of Credit or proportionately Reimbursement Obligations are then outstanding or (ii) reduce the Commitments from time to time by an aggregate amount of at least $2,000,000 25,000,000 or any larger multiple of $1,000,0005,000,000 in excess thereof; provided that, in connection with each such reduction of the Commitments; provided, however: (1x) each termination or reduction, as the case may be, shall be permanent and irrevocable; (2) no such termination or reduction amounts by which the Commitments of the several Lenders are reduced shall be in an amount greater than proportion to the amounts shown on the signature pages hereof as their respective Commitments and (y) after giving effect to such reduction, the Total Unused Revolver Exposure of each Lender shall not exceed the amount of its Commitment as so reduced. If the Commitments are reduced, any accrued Commitment Fees applicable to the amount by which the Commitments were so reduced shall be due and Total Unused Multicurrency Commitments on payable one month after the effective date of such termination or reduction; (3) no such reduction pursuant to this Section 2.08 shall result in . If the aggregate Commitments of all of the Lenders being reduced to an amount less than $20,000,000, unless the Revolver Commitments and the Multicurrency Commitments are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) Commitment Fees shall be payable on the effective date of such termination; (4) each reduction of the Commitments shall be applied to reduce ratably the Revolver Commitments and the Multicurrency Commitments; and (5) any termination of the Commitments shall terminate both the Revolver Commitments and the Multicurrency Commitments. Each reduction shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class being reduced.

Optional Termination or Reduction of Commitments. The Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon at least 3 Domestic Business Days DayDays’s irrevocable notice to the Administrative Agent and the Multicurrency Agent, terminate at any time, or proportionately reduce from time to time by an aggregate amount of at least $2,000,000 10,000,000 or any larger multiple of $1,000,000, the Revolver Commitments; provided, however: (1) each termination or reductionreduction (and notice thereof), as the case may be, shall be permanent and irrevocable; (2) (except that a notice of termination of the Revolver Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied); (2) after giving effect to any concurrent prepayments, no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments and Total Unused Multicurrency Commitments on the date of such termination or reduction; and (3) no such reduction pursuant to this Section 2.08 shall result in the aggregate Revolver Commitments of all of the Lenders being reduced to an amount less than $20,000,00030,000,000, unless the Revolver Commitments and the Multicurrency Commitments are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; (4) each reduction of the Commitments shall be applied to reduce ratably the Revolver Commitments and the Multicurrency Commitments; and (5) any termination of the Commitments shall terminate both the Revolver Commitments and the Multicurrency Commitments. Each reduction shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class being reducedRevolver Commitments.

Optional Termination or Reduction of Commitments. (a) The Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon at least 3 three Business Days irrevocable Days’ notice to the Administrative Agent and the Multicurrency Agent, terminate the Tranche A Commitments at any time, if no Tranche A Loans or proportionately Letters of Credit or LC Reimbursement Obligations are outstanding at such time, (ii) terminate the Tranche B Commitments at any time, if no Tranche B Loans are outstanding at such time, (iii) ratably reduce from time to time by an aggregate amount of at least $2,000,000 5,000,000 or any larger multiple of $1,000,000, the Commitmentsaggregate amount of the Tranche A Commitments in excess of the Total Tranche A Outstanding Amount or (iv) ratably reduce from time to time by an aggregate amount of $5,000,000 or any larger multiple of $1,000,000, the aggregate amount of the Tranche B Commitments in excess of the Total Tranche B Outstanding Amount, respectively; providedprovided that no Tranche B Commitment may be terminated or reduced unless, however: (1) each prior to or simultaneously with such termination or reduction, as all Tranche A Loans are repaid in full. If the case may beLC Sublimit exceeds the aggregate amount of the Tranche A Commitments, the LC Sublimit shall automatically be permanent and irrevocable; reduced by the amount of such excess. (2b) no such Promptly after receiving a notice of termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments and Total Unused Multicurrency Commitments on the date of such termination or reduction; (3) no such reduction pursuant to this Section 2.08 Section, the Administrative Agent shall result in the aggregate Commitments of all notify each Lender of the Lenders being reduced to an amount less than $20,000,000, unless the Revolver Commitments contents thereof and the Multicurrency Commitments are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; (4) each reduction Lender’s ratable share of any such reduction, and such notice shall not thereafter be revocable by the Commitments shall be applied to reduce ratably the Revolver Commitments and the Multicurrency Commitments; and (5) any termination of the Commitments shall terminate both the Revolver Commitments and the Multicurrency Commitments. Each reduction shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class being reducedBorrower.

Optional Termination or Reduction of Commitments. The Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon at least 3 Business Days Day's irrevocable notice to the Administrative Agent and the Multicurrency Agent, terminate at any time, or proportionately reduce from time to time by an aggregate amount of at least $2,000,000 or any larger multiple of $1,000,000, the Commitments; provided, however: (1) each termination or reduction, as the case may be, shall be permanent and irrevocable; (2) no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments and Total Unused Multicurrency Commitments on the date of such termination or reduction; (3) no such reduction pursuant to this Section 2.08 shall result in the aggregate Commitments of all of the Lenders being reduced to an amount less than $20,000,000, unless the Revolver Commitments and the Multicurrency Commitments are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; (4) each reduction of the Commitments shall be applied to reduce ratably the Revolver Commitments and the Multicurrency Commitments; and (5) any termination of the Commitments shall terminate both the Revolver Commitments and the Multicurrency Commitments. Each reduction shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class being reduced.

Optional Termination or Reduction of Commitments. The Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon at least 3 Business Days Conformed Credit Agreement - Page 51 140760.01015/104831797v.13 Day’s irrevocable notice to the Administrative Agent and the Multicurrency Agent, terminate at any time, or proportionately reduce from time to time by an aggregate amount of at least $2,000,000 5,000,000 or any larger multiple of $1,000,000, the Revolver Commitments; provided, however: (1) each termination or reduction, as the case may be, shall be permanent and irrevocable; (2) no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments and Total Unused Multicurrency Commitments on the date of such termination or reduction; (3) no such reduction pursuant to this Section 2.08 shall result in the aggregate Revolver Commitments of all of the Lenders being reduced to an amount less than $20,000,00010,000,000, unless the Revolver Commitments and the Multicurrency Commitments are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; and (4) each reduction of (unless the Commitments Borrower shall be applied to reduce ratably the have prepaid all Advances, and terminated in full all Revolver Commitments and Swing Advance commitments, within 30 days after the Multicurrency Commitments; Administrative Agent has disapproved any entity described in clause (ii) of the definition of “Loan Fund Joint Venture”) the Borrower shall pay to the Administrative Agent, for distribution ratably to the Lenders, a commitment reduction fee equal to (a) 1.0% of the amount of such permanent reduction to the Revolver Commitment, if such reduction occurs on or prior to the second anniversary of the Restatement Date and (5b) any termination 0.25% of the Commitments shall terminate both amount of such reduction, if such reduction occurs after the Revolver Commitments second anniversary of the Restatement Date and ninety (90) days prior to the Multicurrency Commitmentsthird anniversary of the Restatement Date. Each reduction shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class being reducedRevolver Commitments.

Optional Termination or Reduction of Commitments. (Pro-Rata). The Borrower maymay from time to time permanently reduce or terminate the Revolving Committed Amount in whole or in part (in minimum aggregate amounts of $1,000,000 or in integral multiples of $100,000 in excess thereof (or, subject to any if less, the full remaining amount of the then applicable prepayments pursuant to Section 2.11, Revolving Committed Amount)) upon at least 3 two Business Days irrevocable Days' prior written or telecopy notice to the Administrative Agent and the Multicurrency Agent, terminate at any time, or proportionately reduce from time to time by an aggregate amount of at least $2,000,000 or any larger multiple of $1,000,000, the Commitments; provided, however: (1) each termination or reduction, as the case may be, shall be permanent and irrevocable; (2) that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount as so reduced unless, concurrently with such termination or reduction, the Revolving Loans are repaid or, if no Revolving Loans are outstanding, the Swingline Loans are repaid and, after the Swingline Loans have been paid in an amount greater than full, the Total Unused Revolver LC Obligations are Cash Collateralized to the extent necessary to eliminate such excess. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments and Total Unused Multicurrency Commitments of the Lenders of the applicable Class pro-rata based upon their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction; (3) no such reduction pursuant to this Section 2.08 shall result in on the aggregate Commitments of all amount of the Lenders being reduced to an amount less than $20,000,000, unless the Revolver Commitments and the Multicurrency Commitments are Revolving Committed Amount so terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; (4) each reduction of the Commitments shall be applied to reduce ratably the Revolver Commitments and the Multicurrency Commitments; and (5) any termination of the Commitments shall terminate both the Revolver Commitments and the Multicurrency Commitments. Each reduction shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class being or reduced.

Optional Termination or Reduction of Commitments. The Borrower may, subject to any applicable prepayments pursuant to Section 2.11, upon (a) Upon at least 3 three Business Days irrevocable Days' prior written, facsimile or telephonic notice (provided that such telephonic notice is immediately followed by written confirmation) to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce either or both of the Total Senior Tranche Commitment or the Total Junior Tranche Commitment. In the case of a partial reduction, each such reduction of either or both of the Total Senior Tranche Commitment or the Total Junior Tranche Commitment shall be in a minimum aggregate principal amount of $500,000 or an integral multiple thereof; provided, however, that neither Total Commitment may -------- ------- be reduced by more than the amount of the then unused and unreserved applicable Total Commitment and may not be reduced to an amount less than the applicable Credit Exposure. Any partial reduction of the Total Senior Tranche Commitment or the Junior Tranche Commitment shall be made among the Lenders in accordance with their respective Percentages. Notwithstanding the foregoing, the Junior Tranche Commitment may not be reduced without the consent of 100% of the Senior Tranche Lenders. (b) Simultaneously with each such termination or reduction of the Total Senior Tranche Commitment or the Total Junior Tranche Commitment, the Borrower shall pay to the Administrative Agent for the benefit of each affected Lender all accrued and unpaid Commitment Fees on the Multicurrency Agent, terminate at any time, or proportionately reduce from time to time by an aggregate amount of at least $2,000,000 the applicable Total Commitment so terminated or any larger multiple of $1,000,000, the Commitments; provided, however: (1) each termination or reduction, as the case may be, shall be permanent and irrevocable; (2) no such termination or reduction shall be in an amount greater than the Total Unused Revolver Commitments and Total Unused Multicurrency Commitments on reduced through the date of such termination or reduction; (3) no such reduction pursuant to this Section 2.08 shall result in the aggregate Commitments of all of the Lenders being reduced to an amount less than $20,000,000, unless the Revolver Commitments and the Multicurrency Commitments are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such termination; (4) each reduction of the Commitments shall be applied to reduce ratably the Revolver Commitments and the Multicurrency Commitments; and (5) any termination of the Commitments shall terminate both the Revolver Commitments and the Multicurrency Commitments. Each reduction shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class being reduced.