Common use of Optional Termination or Reduction Clause in Contracts

Optional Termination or Reduction. The Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction (provided that a notice of termination or reduction may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; and provided further that in the event that Borrowers request to revoke any such notice effective the same Business Day on which such notice is delivered, Borrowers must request such revocation no later than 11:00 a.m. on such delivery date), (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Optional Termination or Reduction. The Borrowers maySubject to Section 5.5, the Company shall have the right at any time and from time to time, upon five Business Days' prior written notice to the Administrative Agent, to terminate or proportionately reduce the Aggregate amount of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice partial reduction of the amount of the Commitments shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction (provided that a notice of termination or reduction may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified event, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; and provided further that in the event that Borrowers request to revoke any such notice effective the same Business Day on which such notice is delivered, Borrowers must request such revocation no later than 11:00 a.m. on such delivery date)amount of $10,000,000 or a larger multiple thereof, (ii) any no such partial reduction shall be permitted with respect to any portion of the Commitments not in an excess of the sum of the Dollar Equivalent of the aggregate outstanding principal amount of all Loans, plus the Letter of Credit Obligations Amount, plus the Dollar Equivalent of the aggregate amount of $1,000,000 or any whole multiple all Borrowings for which a Notice of $1,000,000 in excess thereofBorrowing is then pending, plus the aggregate amount of all Letters of Credit for which a Request for Letter of Credit Issuance is then pending, (iii) the Borrowers shall Commitments may not terminate be terminated if any Loans or reduce (A) the Aggregate Commitments if, after giving effect thereto and to Letters of Credit are then outstanding or any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Notice of Borrowing or Request for Letter of Credit Sublimit Issuance is then pending and (iv) no such termination or reduction shall be permitted if, after giving effect thereto, the Outstanding Amount Dollar Equivalent of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter aggregate principal amount of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and any concurrent prepayments hereunder, the Outstanding Amount of Swing Line outstanding Bid-Option Loans would exceed the Swing Line Sublimit, and fifty percent (iv50%) if, after giving effect to any reduction of the Aggregate aggregate amount of the Commitments, . The Commitments or any portion thereof terminated or reduced pursuant to this Section may not be reinstated. The accrued facility fees with respect to the Letter of Credit Sublimit terminated Commitments or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit any reduction therein shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid payable on the effective date of such terminationnotice. Upon receipt of any notice from the Company pursuant to this Section, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share of any reduction of the Commitments. Each such notice shall be irrevocable by the Company once the Agent begins notifying any Bank of the contents thereof.