Common use of Termination by Borrowers Clause in Contracts

Termination by Borrowers. Upon at least ten (10) days prior written notice (provided that such notice may provide that it is conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed may be revoked or extended by the Borrowers if any such condition is not satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to payoff documentation in form and substance satisfactory to Agent and Lenders, Borrowers may, at its option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with Section 2.12(c) and paid in full all of the Affiliated Obligations in immediately available funds and terminated the Affiliated Financing Documents. Except as otherwise provided above in this clause (b), any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

Termination by Borrowers. Upon at least ten (10) days Business Days’ prior written notice (provided that such notice may provide that it is conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed may be revoked or extended by the Borrowers if any such condition is not satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to customary payoff documentation in form and substance satisfactory to Agent and Lendersdocumentation, Borrowers may, at its option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied paid all the Obligations (other than contingent indemnification obligations for which no claim has been made) in cash in full in accordance with Section 2.12(c) and paid in full all of the Affiliated Obligations in immediately available funds and terminated the Affiliated Financing Documents). Except as otherwise provided above in this clause (b), any Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice; provided that a notice of termination of the Loans delivered by the Borrowers 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 Debt or any other specified event, in which case such notice may be revoked by the Borrowers (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

Termination by Borrowers. Upon at least ten five (105) days Business Days’ prior written notice (provided that such notice may provide that it is conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed notice may be revoked or extended by the Borrowers if any such condition is not satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to payoff documentation in form and substance satisfactory to Agent and Lenders, Borrowers may, at its their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with Section 2.12(c) 2.2 and the terms of any fee letter and paid in full all of the Affiliated Obligations in immediately available funds and terminated the Affiliated Financing Documents. Except as otherwise provided above in this clause (b), any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

Termination by Borrowers. Upon at least ten five (105) days Business Days’ prior written notice (provided that such notice may provide that it is conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed may be revoked or extended by the Borrowers if any such condition is not satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to customary payoff documentation in form and substance satisfactory to Agent and Lendersdocumentation, Borrowers may, at its option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied paid all the Obligations (other than contingent indemnification obligations for which no claim has been made) in cash in full in accordance with Section 2.12(c) and paid in full all of the Affiliated Obligations in immediately available funds and terminated the Affiliated Financing Documents). Except as otherwise provided above in this clause (b), any Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make 57 any Loans on or after the termination date stated in such notice; provided that a notice of termination of the Loans delivered by the Borrowers 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 Debt or any other specified event, in which case such notice may be revoked by the Borrowers (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

Termination by Borrowers. Upon at least ten (10) days Business Days’ prior written notice (provided that such notice may provide that it is conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed may be revoked or extended by the Borrowers if any such condition is not satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to customary payoff documentation in form and substance satisfactory to Agent and Lendersdocumentation, Borrowers may, at its their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have (i) paid or collateralized to Agent’s satisfaction all of the Obligations (other than contingent indemnification obligations for which no claim has been made) in cash, in full and in immediately available funds, and (ii) complied with Section 2.12(c) and paid in full all of the Affiliated Obligations in immediately available funds and terminated the Affiliated Financing Documents. Except as otherwise provided above in this clause (b), the other terms of this Agreement and the terms of any Fee Letter. Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice; provided that a notice of termination 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 Debt or any other specified event, in which case such notice may be revoked by the Borrowers by notice to the Agent on or prior to the specified effective date if such condition is not satisfied. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

Termination by Borrowers. Upon at least ten five (105) days days’ prior written notice (provided that such notice may provide that it is conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed may be revoked or extended by the Borrowers if any such condition is not satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to payoff documentation in form and substance satisfactory to Agent and Lenders, Borrowers may, at its their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have (i) paid or collateralized to Agent’s reasonable satisfaction all of the Obligations in immediately available funds, all Letters of Credit and Support Agreements have expired, terminated or have been cash collateralized to Agent’s satisfaction, (ii) complied with Section 2.12(c) and paid in full all the terms of the Affiliated Obligations in immediately available funds and terminated the Affiliated Financing Documentsany Fee Letter. Except as otherwise provided above in this clause (b), any Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice; provided, however, that Borrowers may rescind any notice of termination relative to proposed payments in full of the Obligations with the proceeds of third party Debt if the closing for such issuance or incurrence does not happen on or before the date of the proposed termination (in which case, a new notice shall be required to be sent in connection with any subsequent termination. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

Termination by Borrowers. Upon at least ten thirty (1030) days days’ prior written notice (provided that such notice may provide that it is conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed may be revoked or extended by the Borrowers if any such condition is not satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to payoff documentation in form and substance satisfactory to Agent and Lenders, Borrowers may, at its option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with Section 2.12(c(i) and paid in full or collateralized to Agent’s satisfaction all of the Affiliated Obligations in immediately available funds funds, all Letters of Credit and Support Agreements have expired, terminated the Affiliated Financing Documentsor have been cash collateralized to Agent’s satisfaction, (ii) complied with Section 2.2(d). Except as otherwise provided above in this clause (b), any Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans or issue or procure any Letters of Credit or Support Agreements on or after the termination date stated in such notice. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly, except that the Term Loan may be voluntarily paid in full and the Term Loan Commitment terminated in accordance with the terms of Section 2.1(a) without concurrently paying in full the Revolving Loans and terminating the Revolving Loan Commitment.

Termination by Borrowers. Upon at least ten three (103) days Business Days’ prior written notice (provided that such notice may provide that it is conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed may be revoked or extended by the Borrowers if any such condition is not satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to payoff documentation in form and substance reasonably satisfactory to Agent and Lenders, Borrowers may, at its their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with Section 2.12(c) and the Obligations, including the payment of all fees due and owing under the Fee Letter and the Agency Fee Letter, are paid in full all of the Affiliated Obligations in immediately available funds and terminated the Affiliated Financing Documents(other than inchoate indemnification obligations for which no claim has yet been made). Except as otherwise provided above in this clause (b), any Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice; provided that a notice of termination 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 Debt or any other specified event, in which case such notice may be revoked by the Borrowers by notice to Agent on or prior to the specified effective date if such condition is not satisfied. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

Termination by Borrowers. Upon at least ten five (105) days Business Days’ prior written notice (provided that such notice may provide that it is conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed notice may be revoked or extended by the Borrowers if any such condition is not satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to payoff documentation in form and substance satisfactory to Agent and Lenders, Borrowers may, at its their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with Section 2.12(c) 2.2 and paid in full all the terms of the Affiliated Obligations in immediately available funds and terminated the Affiliated Financing Documentsany fee letter. Except as otherwise provided above in this clause (b), any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

Termination by Borrowers. Upon at least ten (10) 45 days prior written notice (provided that such notice may provide that it is conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed may be revoked or extended by the Borrowers if any such condition is not satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to payoff documentation in form and substance satisfactory to Agent and LendersLender, Borrowers may, at its their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with Section 2.12(c) and paid in full all of the Affiliated Obligations in immediately available funds, including without limitation, depositing with Lender funds in an amount equal to the LC Amount to be held by Lender as cash collateral (without interest accruing to Borrowers) to fund future payments on such LC Guaranties and future drawings against such Letters of Credit. At such time as all LC Guaranties have been paid or terminated the Affiliated Financing Documents. Except as otherwise provided above in this clause (b)and all Letters of Credit have been drawn upon or expired, any amounts remaining in such reserve shall be applied against any outstanding Obligations, or, if all Obligations have been indefeasibly paid in full, returned to Borrowers. Any notice of termination given by Borrowers shall be irrevocable unless all Lenders Lender otherwise agree agrees in writing writing, and no Lender shall have any no obligation to make any Loans or issue or procure any Letters of Credit or LC Guaranties on or after the termination date stated in such notice. Subject to Section 4.2.4 below, Borrowers may elect to terminate this Agreement in its entirety only. No only and no section of this Agreement or type of Loan available hereunder may be terminated singly.

Termination by Borrowers. Upon at least ten five (105) days Business Days’ prior written notice (provided that such notice may provide that it is conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed may be revoked or extended by the Borrowers if any such condition is not satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to customary payoff documentation in form and substance satisfactory to Agent and Lendersdocumentation, Borrowers may, at its option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied paid all the Obligations (other than contingent indemnification obligations for which no claim has been made) in cash in full in accordance with Section 2.12(c) and paid in full all of the Affiliated Obligations in immediately available funds and terminated the Affiliated Financing Documents2.11(c). Except as otherwise provided above in this clause (b), any Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice; provided that a notice of termination of the Loans delivered by the Borrowers 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 Debt or any other specified event, in which case such notice may be revoked by the Borrowers (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

Termination by Borrowers. Upon at least ten (10) days Business Day’ prior written notice (provided that such notice may provide that it is conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed may be revoked or extended by the Borrowers if any such condition is not satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to payoff documentation in form and substance satisfactory to Agent and Lenders, Borrowers may, at its option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with Section 2.12(c) and the Obligations are paid in full all of (other than inchoate indemnification obligations for which no claim has yet been made) and the Affiliated Obligations are paid in immediately available funds full and terminated the Affiliated Financing DocumentsDocuments are terminated. Except as otherwise provided above in this clause (b), any Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice; provided, however, that any such notice may be revocable if contingent upon the closing of a concurrent financing the purpose of which is to refinance the Revolving Loan Commitment (and such refinancing fails to be consummated or has been delayed). Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.