Common use of Termination and Reductions of Commitments Clause in Contracts

Termination and Reductions of Commitments. (a) Upon at least five (5) Business Days’ prior irrevocable written notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce (except as noted below), the Total Revolving Credit Commitment ratably among the Lenders in accordance with the amounts of their Revolving Credit Commitments; provided, however, that the Total Revolving Credit Commitment shall not be reduced at any time to an amount less than the aggregate of each Lender’s Revolving Credit Exposure outstanding at such time. Each partial reduction of the Total Revolving Credit Commitment shall be in a minimum of $1,000,000, or an integral multiple of $100,000 in excess thereof. (b) Simultaneously with any termination or reduction of the Total Revolving Credit Commitment pursuant to Section 2.4(a) above, the Borrower hereby agrees to pay to each Lender, through the Agent, the Commitment Fee due and owing through and including the date of such reduction on the amount of the Revolving Credit Commitment of such Lender so reduced. (c) To effect the payment of any and all Commitment Fees and all other Obligations outstanding and owing hereunder or under any other Loan Documents, subject to the provisions of Sections 2.1 and 4.1 hereof, the Agent may, but shall not be obligated to, cause the Lenders to make a Revolving Loan or request that the Swingline Lender make a Swingline Loan if (i) such Revolving Loan or Swingline Loan, as applicable, is to be made prior to the Revolving Credit Termination Date, (ii) the Availability would be equal to or greater than zero after giving effect to such Revolving Loan or Swingline Loan, as applicable, and the resulting payment of Commitment Fees to be contemporaneously paid with the proceeds of such Loan, and (iii) no Default or Event of Default shall have occurred which is then continuing. The inability of the Agent to cause the payment of any such Commitment Fees or other Obligations in accordance with the preceding sentence shall not in any way whatsoever affect the Borrower’s and Guarantors’ obligation to otherwise pay such amounts in accordance with the applicable terms hereof or of any other Loan Documents.

Termination and Reductions of Commitments. (a) Upon at least five (5) Business Days’ ' prior irrevocable written notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce (except as noted below)reduce, the Total Revolving Credit Commitment ratably among the Lenders Banks in accordance with the amounts of their Revolving Credit Commitments; provided, however, that the Total Revolving Credit Commitment shall not be reduced at any time to -------- ------- an amount less than the aggregate of each Lender’s Revolving Credit Exposure Bank's Current Sum outstanding at such time. Each partial reduction of the Total Revolving Credit Commitment pursuant to this subsection shall be in a minimum of $1,000,000, or an integral multiple of $100,000 in excess thereof. (b) The Total Commitment shall automatically reduce to $74,000,000 on July 31, 2001, to $65,000,000 on September 30, 2001, and to $50,000,000 on December 15, 2001, if the Total Commitment has not earlier been reduced to an amount not greater than such reduced Total Commitment amount pursuant to Section ------- 2.4 (a) above. Each such reduction shall occur ratably among the Banks in ------ accordance with the amounts of their respective Commitments and without further action or documentation. Simultaneously with each such reduction, the Borrower shall prepay Advances in the amount, if any, by which the aggregate amounts of the Banks' Current Sums exceeds such reduced Total Commitment. Any prepayments required by this subparagraph (b) shall be applied to outstanding Alternate Base Rate Borrowings up to the full amount thereof before such prepayments are applied to outstanding LIBOR Borrowings (together with any Consequential Loss resulting from such prepayments). (c) Simultaneously with any termination or reduction in whole of the Total Revolving Credit Commitment pursuant to Section 2.4(a) above, the Borrower hereby agrees to pay -------------- to each LenderBank, through the Agent, the Commitment Fee due and owing through and including the date of such reduction termination on the amount of the Revolving Credit Commitment of such Lender Bank so reducedterminated. (cd) To effect the payment of any and all Commitment Fees and all other Obligations outstanding and owing hereunder or under any other Loan Documents, subject to the provisions of Sections 2.1 and 4.1 hereof, the Agent may, but ------------ --- shall not be obligated to, cause the Lenders Banks to make a Revolving Loan or request that the Swingline Lender make a Swingline Loan an Advance if (i) such Revolving Loan or Swingline Loan, as applicable, Advance is to be made prior to the Revolving Credit Termination Date, (ii) the Availability (calculated for this purpose without deducting any amounts to be paid with such Advance) would be equal to or greater than zero after giving effect to such Revolving Loan or Swingline Loan, as applicable, and the resulting payment of Commitment Fees to be contemporaneously paid with the proceeds of such LoanAdvance, and (iii) no Default or Event of Default shall have occurred which is then continuing. The inability of the Agent to cause the payment of any such Commitment Fees or other Obligations in accordance with the preceding sentence shall not in any way whatsoever affect the Borrower’s 's and Guarantors’ ' obligation to otherwise pay such amounts in accordance with the applicable terms hereof or of any other Loan Documents.

Termination and Reductions of Commitments. (ai) Upon at least five The aggregate amount of the Revolving Credit Commitments shall be automatically and permanently reduced to zero on the Revolving Credit Commitment Termination Date. (5ii) Business Days’ prior irrevocable written notice The aggregate amount of Revolving Credit Commitments shall be permanently reduced on the date any required prepayments described in Section 2.10(a) are required to be made in the Agentamount specified in Section 2.10(b)(ii). Each such reduction shall apply pro rata to each Revolving Credit Lender's Revolving Credit Commitment. Concurrently with any such reduction, Borrower shall comply with Section 2.10(c). (iii) The aggregate amount of the Tranche A Term Loan Commitments and the Tranche A-PR Term Loan Commitments were reduced to zero on the Original Closing Date. The aggregate amount of the Tranche B-PR Term Loan Commitments and the Tranche C-PR Term Loan Commitments were automatically and permanently reduced to zero immediately after the making of the Tranche B-PR Term Loans and the Tranche C-PR Term Loans on the Effectiveness Date. (b) Borrower may shall have the right at any time in whole permanently terminate, or from time to time in part permanently reduce (without premium or penalty except breakage costs (if any)) (i) so long as noted below), the Total no Revolving Credit Commitment ratably among Loans or Letter of Credit Liabilities will be outstanding as of the Lenders in accordance with date specified for termination, to terminate the amounts of their Revolving Credit CommitmentsCommitments in their entirety, and (ii) to reduce the aggregate amount of the Unutilized Revolving Credit Commitments of all the Revolving Credit Lenders (which shall be pro rata among such Lenders); provided, however, that the Total Revolving Credit Commitment (x) Borrower shall not be reduced at any time to an amount less than the aggregate give notice of each Lender’s Revolving Credit Exposure outstanding at such time. Each termination or reduction as provided in Section 4.05, and (y) each partial reduction of the Total Revolving Credit Commitment shall be in an aggregate amount at least equal to $5.0 million (or a minimum of $1,000,000, or an integral larger multiple of $100,000 in excess thereof. (b1.0 million) Simultaneously with any termination or reduction of or, if less, the Total remaining Unutilized Revolving Credit Commitment pursuant to Section 2.4(a) above, the Borrower hereby agrees to pay to each Lender, through the Agent, the Commitment Fee due and owing through and including the date of Commitments. Any such reduction by Borrower shall be on the amount behalf of the Revolving Credit Commitment of such Lender so reducedBorrower and PR Borrower. (c) To effect the payment of any and all Commitment Fees and all other Obligations outstanding and owing hereunder The Commitments once terminated or under any other Loan Documents, subject to the provisions of Sections 2.1 and 4.1 hereof, the Agent may, but shall reduced may not be obligated to, cause the Lenders to make a Revolving Loan or request that the Swingline Lender make a Swingline Loan if (i) such Revolving Loan or Swingline Loan, as applicable, is to be made prior to the Revolving Credit Termination Date, (ii) the Availability would be equal to or greater than zero after giving effect to such Revolving Loan or Swingline Loan, as applicable, and the resulting payment of Commitment Fees to be contemporaneously paid with the proceeds of such Loan, and (iii) no Default or Event of Default shall have occurred which is then continuing. The inability of the Agent to cause the payment of any such Commitment Fees or other Obligations in accordance with the preceding sentence shall not in any way whatsoever affect the Borrower’s and Guarantors’ obligation to otherwise pay such amounts in accordance with the applicable terms hereof or of any other Loan Documentsreinstated.

Termination and Reductions of Commitments. (a) Upon at least five (5) Business Days’ ' prior irrevocable written notice to the AgentLender, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce (except as noted below)reduce, the Total Revolving Credit Commitment ratably among the Lenders in accordance with the amounts of their Revolving Credit CommitmentsCommitment; providedPROVIDED, howeverHOWEVER, that the Total Revolving Credit Commitment shall not be reduced at any time to an amount not less than the aggregate of each Lender’s Revolving Credit Exposure 's Current Sum outstanding at such time. Each partial reduction of the Total Revolving Credit Commitment shall be in a minimum of $1,000,000, 500,000 or an integral multiple of $100,000 in excess thereof. (b) Simultaneously with any termination or reduction reduction, in whole or in part, of the Total Revolving Credit Commitment pursuant to Section 2.4(aSECTION 2.4(A) above, the Borrower hereby agrees to pay to each Lender, through the Agent, (i) the Commitment Fee due and owing through and including the date of such termination or reduction on the amount of the Revolving Credit Commitment of such Lender so terminated or reduced and (ii) unless such termination or reduction is accomplished with the proceeds of an Initial Public Offering, a prepayment fee equal to one percent (1.00%) of the Commitment of Lender so terminated or reduced if such termination or reduction occurs on or before the first anniversary of the Closing Date. After the first anniversary date of the Closing Date, the Commitment may be terminated or reduced, in whole or in part, without any prepayment fee, penalty or other similar charge. (c) To effect the payment of any and all Commitment Fees and all other Obligations outstanding and owing hereunder or under any other Loan Documents, subject to the provisions of Sections SECTIONS 2.1 and AND 4.1 hereof, the Agent Lender may, but shall not be obligated to, cause the Lenders to make a Revolving Loan or request that the Swingline Lender make a Swingline Loan if (i) such Revolving Loan or Swingline Loan, as applicable, is to be made prior to the Revolving Credit Termination Maturity Date, (ii) the Availability would be equal to or greater than zero after giving effect to such Revolving Loan or Swingline Loan, as applicable, and the resulting payment of Commitment Fees to be contemporaneously paid with the proceeds of such Loan, and (iii) no Default or Event of Default shall have occurred which is then continuing. The inability of the Agent Lender to cause the payment of any such Commitment Fees or other Obligations in accordance with the preceding sentence shall not in any way whatsoever affect the Borrower’s 's and Guarantors’ ' obligation to otherwise pay such amounts in accordance with the applicable terms hereof or of any other Loan Documents.

Termination and Reductions of Commitments. (a) Upon at least five (5) Business Days’ ' prior irrevocable written notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce (except as noted below)reduce, the Total Revolving Credit Commitment ratably among the Lenders in accordance with the amounts of their Revolving Credit Commitments; provided, however, that the Total Revolving Credit Commitment shall not be reduced at any time to an amount not less than the aggregate of each Lender’s Revolving Credit Exposure 's Current Sum outstanding at such time. Each partial reduction of the Total Revolving Credit Commitment shall be in a minimum of $1,000,000, 1,000,000 or an integral multiple of $100,000 in excess thereof. (b) Simultaneously with any termination or reduction reduction, in whole or in part, of the Total Revolving Credit Commitment pursuant to Section 2.4(a) above, the Borrower hereby agrees to pay to each Lender, through the Agent, (i) the Commitment Fee due and owing through and including the date of such termination or reduction on the amount of the Revolving Credit Commitment of such Lender so terminated or reduced and (ii) a prepayment fee equal to one percent (1%) of the Commitment of such Lender so terminated or reduced if such termination or reduction occurs 65 on or before the first anniversary of the Closing Date. After the first anniversary date of the Closing Date, the Total Commitment may be terminated or reduced, in whole or in part, without any prepayment fee, penalty or other similar charge. (c) To effect the payment of any and all Commitment Fees and all other Obligations outstanding and owing hereunder or under any other Loan Documents, subject to the provisions of Sections 2.1 and 4.1 hereof, the Agent may, but shall not be obligated to, cause the Lenders to make a Revolving Loan or request that the Swingline Lender make a Swingline Loan if (i) such Revolving Loan or Swingline Loan, as applicable, is to be made prior to the Revolving Credit Termination Maturity Date, (ii) the Availability would be equal to or greater than zero after giving effect to such Revolving Loan or Swingline Loan, as applicable, and the resulting payment of Commitment Fees to be contemporaneously paid with the proceeds of such Loan, and (iii) no Default or Event of Default shall have occurred which is then continuing. The inability of the Agent to cause the payment of any such Commitment Fees or other Obligations in accordance with the preceding sentence shall not in any way whatsoever affect the Borrower’s 's and Guarantors’ ' obligation to otherwise pay such amounts in accordance with the applicable terms hereof or of any other Loan Documents.

Termination and Reductions of Commitments. (a) Upon at least five The aggregate amount of the Revolving Credit Commitments shall be automatically and permanently reduced to zero on the Revolving Credit Commitment Termination Date. The aggregate amount of the Term Loan Commitments shall be automatically and permanently reduced to zero immediately after the earlier to occur of (5i) Business Days’ prior irrevocable written notice to the Agentmaking of the Term Loans on the Closing Date and (ii) 5:00 p.m., New York time, on February 27, 2004. (b) Borrower shall have the Borrower may right at any time in whole permanently terminate, or from time to time in part permanently reduce (without premium or penalty except breakage costs (if any)) (i) so long as noted below), the Total no Tranche A Revolving Credit Commitment ratably among Loans, Swing Loans or Letter of Credit Liabilities will be outstanding as of the Lenders in accordance with date specified for termination after giving effect to any repayments or prepayments made on such date, to terminate the amounts of their Tranche A Revolving Credit CommitmentsCommitments in their entirety, (ii) so long as no Tranche B Revolving Credit Loans will be outstanding as of the date specified for termination after giving effect to any repayments or prepayments made on such date, to terminate the Tranche B Revolving Credit Commitments in their entirety, (iii) to reduce the aggregate amount of the Unutilized Tranche A Revolving Credit Commitments of all the Tranche A Revolving Credit Lenders (which reduction shall be pro rata among such Lenders) and (iv) to reduce the aggregate amount of the Unutilized Tranche B Revolving Credit Commitments of all the Tranche B Revolving Credit Lenders (which reduction shall be pro rata among such Lenders); provided, however, that the Total Revolving Credit Commitment (x) Borrower shall not be reduced at any time to an amount less than the aggregate give notice of each Lender’s Revolving Credit Exposure outstanding at such time. Each termination or reduction as provided in Section 4.05 and (y) each partial reduction of the Total Revolving Credit Commitment shall be in an aggregate amount at least equal to $5.0 million (or a minimum of $1,000,000, or an integral larger multiple of $100,000 in excess thereof. (b1.0 million) Simultaneously with any termination or reduction of or, if less, the Total remaining Unutilized Tranche A Revolving Credit Commitment pursuant to Section 2.4(a) aboveCommitments or Unutilized Tranche B Revolving Credit Commitments, as the Borrower hereby agrees to pay to each Lender, through the Agent, the Commitment Fee due and owing through and including the date of case may be. Any such reduction by Borrower shall be on the amount behalf of the Revolving Credit Commitment of such Lender so reducedBorrower and PR Borrower. (c) To effect the payment of any and all Commitment Fees and all other Obligations outstanding and owing hereunder The Commitments once terminated or under any other Loan Documents, subject to the provisions of Sections 2.1 and 4.1 hereof, the Agent may, but shall reduced may not be obligated to, cause the Lenders to make a Revolving Loan or request that the Swingline Lender make a Swingline Loan if (i) such Revolving Loan or Swingline Loan, as applicable, is to be made prior to the Revolving Credit Termination Date, (ii) the Availability would be equal to or greater than zero after giving effect to such Revolving Loan or Swingline Loan, as applicable, and the resulting payment of Commitment Fees to be contemporaneously paid with the proceeds of such Loan, and (iii) no Default or Event of Default shall have occurred which is then continuing. The inability of the Agent to cause the payment of any such Commitment Fees or other Obligations in accordance with the preceding sentence shall not in any way whatsoever affect the Borrower’s and Guarantors’ obligation to otherwise pay such amounts in accordance with the applicable terms hereof or of any other Loan Documentsreinstated.

Termination and Reductions of Commitments. (ai) Upon at least five The Total Commitments (5and the Commitment of each Lender) Business Days’ prior irrevocable written notice shall terminate on April 30, 2002, unless the Initial Borrowing Date shall have occurred on or before such date. (ii) On the Initial Borrowing Date (immediately after giving effect to the Agentmaking of Term Loans on such date), the Borrower may Total Term Loan Commitments (and the Term Loan Commitment of each Lender) shall terminate. (iii) The Incremental Term Loan Commitment of each Lender provided pursuant to a particular Incremental Commitment Agreement shall be permanently reduced on each Incremental Borrowing Date on which Incremental Term Loans are incurred pursuant to such Incremental Commitment Agreement in an amount equal to the aggregate principal amount of Incremental Term Loans made by such Lender pursuant to such Incremental Commitment Agreement on such date. In addition, (x) the Incremental Term Loan Commitment of each Lender provided pursuant to a particular Incremental Commitment Agreement shall terminate at 5:00 P.M. (New York City time) on the earlier of (i) the date specified in such Incremental Commitment Agreement and (ii) the second Business Day following the date of effectiveness of such Incremental Commitment Agreement (whether or not any time Incremental Term Loans are incurred on either such date) and (y) unless the Required Lenders otherwise agree in whole permanently terminatewriting in their sole discretion, or from time to time any then existing Incremental Term Loan Commitments shall terminate in part permanently reduce their entirety on the date on which a Change in Control occurs. (except as noted below)iv) On the earlier of (x) the Maturity Date and (y) unless the Required Lenders otherwise consent in writing, the date on which a Change of Control occurs, the Total Revolving Credit Commitment ratably among the Lenders in accordance with the amounts of their Revolving Credit Commitments; provided, however, that the Total Revolving Credit Commitment shall not be reduced at any time to an amount less than the aggregate of each Lender’s Revolving Credit Exposure outstanding at such time. Each partial reduction of the Total Revolving Credit Commitment shall be in a minimum of $1,000,000, or an integral multiple of $100,000 in excess thereof. Commitments (b) Simultaneously with any termination or reduction of the Total Revolving Credit Commitment pursuant to Section 2.4(a) above, the Borrower hereby agrees to pay to each Lender, through the Agent, the Commitment Fee due and owing through and including the date of such reduction on the amount of the Revolving Credit Commitment of such Lender so reducedeach Revolving Credit Lender) shall terminate. (cv) To effect On each date upon which a mandatory repayment of Term Loans pursuant to Section 2.5(i), (j), (k) or (l) is required (and exceeds in amount the payment aggregate principal amount of any and all Commitment Fees and all other Obligations outstanding and owing hereunder Term Loans then outstanding) or under any other Loan Documents, subject to the provisions of Sections 2.1 and 4.1 hereofwould be required if Term Loans were then outstanding, the Agent mayTotal Revolving Credit Commitments shall be permanently reduced by the amount, but shall not be obligated toif any, cause by which the Lenders to make a Revolving Loan or request that the Swingline Lender make a Swingline Loan if (i) such Revolving Loan or Swingline Loan, as applicable, is amount required to be made prior applied pursuant to said Sections (determined as if an unlimited amount of Term Loans were actually outstanding) exceeds the Revolving Credit Termination Date, (ii) the Availability would be equal to or greater than zero after giving effect to such Revolving Loan or Swingline Loan, as applicable, and the resulting payment aggregate principal amount of Commitment Fees to be contemporaneously paid with the proceeds of such Loan, and (iii) no Default or Event of Default shall have occurred which is Term Loans then continuing. The inability of the Agent to cause the payment of any such Commitment Fees or other Obligations in accordance with the preceding sentence shall not in any way whatsoever affect the Borrower’s and Guarantors’ obligation to otherwise pay such amounts in accordance with the applicable terms hereof or of any other Loan Documentsoutstanding.