Common use of Termination of Credit Facility Clause in Contracts

Termination of Credit Facility. Terminate the Revolving Credit(a) Commitment and declare the principal of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 10.1(i) or (j), the Credit Facility shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding. Letters of Credit. With respect to all Letters of Credit with respect to which presentment(b) for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a Cash Collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Secured Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Secured Obligations shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to the Borrower. General Remedies. Exercise on behalf of the Secured Parties all of its other rights and(c) remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Secured Obligations.

Termination of Credit Facility. Terminate (a) The Borrowers may terminate this Agreement upon at least twenty (20) days prior written notice thereof to the Agent and the Lenders, upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, and the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Agent, in the Agent's discretion, of a Supporting Letter of Credit or cash deposit, in each case in amounts and in the manner required by Section 2.6(i)), (ii) the payment in full of the early termination fee set forth in the following sentence, (iii) the payment in full of all reimbursable expenses and other Total Obligations together with accrued and unpaid interest thereon, and (iv) the payment in full of any amount due under Section 3.6. The aggregate amount of the Revolving Credit(a) Commitment and declare Amount shall not be reduced except in connection with termination of the principal of and interest on the Loans and the Reimbursement Obligations credit facility provided pursuant to this Agreement. Subject to Section 2.8, if this Agreement is terminated at the any time outstanding, and all other amounts owed prior to the Lenders and second Anniversary Date, whether pursuant to this Section or pursuant to Section 8.2, the Borrowers shall pay to the Administrative Agent under Agent, for the account of the Lenders, an early termination fee determined in accordance with the following table: Period during which early termination occurs Early Termination Fee ------------------------- --------------------- On or prior to the first Anniversary Date 2.00% of the aggregate Revolving Committed Amount After the first Anniversary Date but on or 1.00% of the aggregate Revolving prior to the second Anniversary Date Committed Amount Notwithstanding the foregoing, no such early termination fee shall be payable in the event this Agreement is terminated (A) after the first Anniversary Date in connection with refinancing of the Total Obligations in a transaction in which another lending group of Bank of America or another lending group of CIT or any of their respective Affiliates provides or arranges replacement financing or (B) more than eighteen months after the Closing Date, in connection with a public offering of debt or equity securities of any Credit Party either arranged or underwritten by Bank of America, an Affiliate of Bank of America, or another investment banking firm (provided that Bank of America was offered the opportunity to lead such offering and has declined to lead such offering). (b) The term of this Agreement shall end on the Termination Date unless sooner terminated in accordance with the terms hereof. The Agent upon direction from the Required Lenders may terminate this Agreement, without notice to the Credit Parties, during the existence of an Event of Default. Upon the effective date of termination of this Agreement for any reason whatsoever, the Total Obligations (including all unpaid principal, accrued and unpaid interest, and any early termination or prepayment fees but excluding indemnification obligations to the extent no claim with respect thereto has been asserted and remains unsatisfied) shall become immediately due and payable and the Borrowers shall immediately arrange for the cancellation and return of all Letters of Credit then outstanding or, if permitted by the Agent in its discretion, presentation to the Agent of a Supporting Letter of Credit or cash collateral as specified in Section 2.6(k). Notwithstanding the termination of this Agreement, until the Total Obligations are indefeasibly paid and performed in full in cash, the Credit Parties shall remain bound by the terms of this Agreement and the other Loan Credit Documents, as applicable, and shall not be relieved of any of their obligations hereunder or under any other Credit Document, and the Agent and the Lenders shall retain all their rights and remedies hereunder and under the other Credit Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) Agent's Liens in and all other Obligations, to be forthwith due rights and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 10.1(i) or (j), the Credit Facility shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding. Letters of Credit. With remedies with respect to all Letters of Credit with respect to which presentment(b) for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a Cash Collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn existing and unexpired amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Secured Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Secured Obligations shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to the Borrower. General Remedies. Exercise on behalf of the Secured Parties all of its other rights and(c) remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Secured Obligationsafter-arising Collateral).

Termination of Credit Facility. Terminate The Borrowers may terminate this Agreement upon at least ten Business Days prior written notice thereof to the Agents, upon (a) the payment in full of all outstanding Revolving Credit(a) Commitment Loans, together with accrued and declare the principal of and unpaid interest on the Loans thereon, and the Reimbursement Obligations at the time outstanding, cancellation and return of all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit (or alternatively with respect to each such Letter of Credit, the furnishing to the Collateral Agent of either a Supporting Cash Deposit or a Supporting Letter of Credit as required by Section 2.4(g)), (b) the payment of the Early Termination Fee defined in the following sentence (if applicable), and (c) the payment in full of all reimbursable expenses and other Obligations (including any amount due under Section 5.4) together with accrued and unpaid interest thereon. Subject to Section 3.3, if this Agreement is terminated at any time prior to the second Anniversary Date, whether pursuant to this Section or pursuant to Section 11.2, the Borrowers shall have presented pay to the Administrative Agent, for the account of the Lenders, an early termination fee (the “Early Termination Fee”) determined in accordance with the following table: On or prior to the first Anniversary Date 1.00% of the Maximum Revolver Amount After the first Anniversary Date, but prior to the second Anniversary Date 0.50% of the Maximum Revolver Amount Notwithstanding the foregoing, no such Early Termination Fee shall be payable in the event this Agreement is terminated in connection with refinancing of the Obligations in a transaction in which (i) BofA or any of its Affiliates and (ii) Wachovia or any of its Affiliates jointly arrange replacement financing; provided that each Lender (other than BofA and Wachovia) shall continue to be entitled to present the documents required thereunder) and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 10.1(i) or (j), the Credit Facility shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding. Letters of Credit. With respect to all Letters of Credit with respect to which presentment(b) for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a Cash Collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount its Pro Rata Share of such Letters of Credit. Amounts held in Early Termination Fee unless such Cash Collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Secured Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation Lender shall have been satisfied and all other Secured Obligations shall have been paid in full, given the balance, if any, opportunity to participate in such Cash Collateral account replacement financing and such replacement financing shall be returned to on market terms or terms materially the Borrowersame as the terms of this credit facility. General Remedies. Exercise on behalf The Maximum Revolver Amount shall not be reduced except in connection with termination of the Secured Parties Commitments and payment in full of all of its other rights and(cObligations as provided by this Section 4.2 or as otherwise provided in Section 4.3(f) remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Secured Obligationsor Section 11.2.

Termination of Credit Facility. Terminate The Credit Facility shall terminate upon the Revolving Credit(aearlier of (i) Commitment and declare ninety (90) days after the principal Closing Date (the "Original Termination Date") subject to any earlier termination by the Administrative Agent on behalf of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders pursuant to Section 11.2(a) or (ii) the payment in full of all Obligations under the Amended and Restated Credit Agreement; PROVIDED, however, that the Borrower may extend the Original Termination Date for up to three (3) successive periods of thirty (30) days each by written notice given to the Administrative Agent under at least three (3) Business Days prior to the Original Termination Date, as the same may have been previously extended pursuant to this Agreement or any Section 2.5 and PROVIDED FURTHER that the Borrower's right to extend the Original Termination Date is subject to the satisfaction of each of the other Loan Documents following conditions precedent on the relevant date of each extension: (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereundera) no material Default and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an no Event of Default specified in Section 10.1(i) or (j), the Credit Facility shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding. Letters of Credit. With respect to all Letters of Credit with respect to which presentment(b) for honor shall not have occurred at and, if so requested by the time of an acceleration pursuant to the preceding paragraphAdministrative Agent, the Borrower shall at such time deposit so certify to the Lenders in a Cash Collateral account opened writing,; (b) the placement of Debt by the Administrative Agent Borrower and/or follow-on equity offering by GTA in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied sufficient to repay the other Secured Obligations Facility in full is progressing toward completion in a manner and on a pro rata basis. After schedule reasonably satisfactory to the Lenders, which schedule shall enable the placement and/or follow-on equity offering to close in all events not later than the Original Termination Date as so extended; (c) the Borrower shall pay to the Administrative Agent, for the account of the Lenders, a non-refundable fee equal to .05% of the Aggregate Commitment, such Letters fee to be payable in full upon the effective date of Credit each renewal; (d) the Borrower shall have expired borrowed all amounts available to be borrowed under the Amended and Restated Credit Agreement; and (e) no material adverse change in the properties, business, operations, prospects or been fully drawn upon, condition (financial or otherwise) of the Reimbursement Obligation Credit Parties shall have been satisfied occurred and all other Secured Obligations no event shall have been paid in full, the balance, if any, in such Cash Collateral account shall occurred or condition arisen that could reasonably be returned expected to the Borrower. General Remedies. Exercise on behalf of the Secured Parties all of its other rights and(c) remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Secured Obligationshave a Material Adverse Effect.