Common use of The Sellers’ Optional Permanent Reduction of Purchase Facility Clause in Contracts

The Sellers’ Optional Permanent Reduction of Purchase Facility. The Sellers may, upon at least thirty (30) days’ prior written notice to the Collateral Agent and each Administrative Agent, terminate the Purchase Facility and the Purchasers’ Total Commitment in whole without penalty or premium (other than any amounts payable pursuant to Section 4.3) or, the Sellers may, upon at least ten (10) Business Days’ prior written notice to the Collateral Agent and each Administrative Agent, from time to time, irrevocably reduce in whole or part without penalty or premium the unused portion of the Purchasers’ Pool Commitment in respect of any Receivable Pool; provided, that each partial reduction shall be in the amount of at least $10,000,000, or an integral multiple of $100,000 in excess thereof, and that, unless terminated in whole, the Purchasers’ Total Commitment shall in no event be reduced below $500,000,000. Any such partial reduction of the Purchasers’ Pool Commitment in respect of any Receivable Pool shall be ratably allocated (based on then-existing Pool Commitments) among the Committed Purchasers to reduce their respective Pool Commitments in respect of such Receivable Pool. No termination of the Purchase Facility in whole shall be effective unless and until the Purchasers’ Total Investment is reduced to zero and all other Obligations and other amounts owed to the Collateral Agent, the Administrative Agents, the Purchaser Agents, the Purchasers and the other Affected Parties under this Agreement and each of the other Transaction Documents have been paid in full. Notwithstanding anything to the contrary set forth in this Agreement, any reduction of the Purchase Facility or the Purchasers’ Total Commitment pursuant to this Section 3.2(c) shall be on a pro rata basis in respect of each Receivable Pool.

The Sellers’ Optional Permanent Reduction of Purchase Facility. (i) The Sellers may, upon at least thirty (30) days’ prior written notice to the Collateral Agent, the Administrative Agent and each Administrative Purchaser Agent, terminate the Purchase Facility and the Purchasers’ Total Commitment in whole without penalty or premium (other than any amounts payable pursuant to Section 4.3), (ii) orthe Sellers may, upon at least three (3) days’ prior written notice to the Collateral Agent, the Administrative Agent and each Purchaser Agent (a “Merger Termination Notice”), and solely in connection with the closing of the Merger, terminate the Purchase Facility and the Purchasers’ Total Commitment in whole without penalty or premium (other than any amounts payable pursuant to Section 4.3); provided that, solely to the extent that the Merger does not become effective on the proposed termination date set forth in such Merger Termination Notice, the Sellers may revoke such Merger Termination Notice upon prior written notice to the Collateral Agent, the Administrative Agent and each Purchaser Agent and provide a new Merger Termination Notice in accordance with this clause (ii) or may amend a prior Merger Termination Notice to make the effective date of termination align with the effectiveness of the Merger), or (iii) the Sellers may, upon at least ten (10) Business Days’ prior written notice to the Collateral Agent, the Administrative Agent and each Administrative Purchaser Agent, from time to time, irrevocably reduce in whole or part without penalty or premium the unused portion of the Purchasers’ Pool Commitment in respect of any the SCC Receivable PoolPool or the Combined Receivable Pools; provided, that each partial reduction shall be in the amount of at least $10,000,000, or an integral multiple of $100,000 in excess thereof, and that, unless terminated in whole, the Purchasers’ Total Commitment shall in no event be reduced below $500,000,000. Any such partial reduction of the Purchasers’ Pool Commitment in respect of any the SCC Receivable Pool or the Combined Receivable Pools shall be ratably allocated (based on then-existing Pool Commitments) among the Committed Purchasers to reduce their respective Pool Commitments in respect of such the SCC Receivable PoolPool and the Combined Receivable Pools, respectively. No termination of the Purchase Facility in whole shall be effective unless and until the Purchasers’ Total Investment is reduced to zero and all other Obligations and other amounts owed to the Collateral Agent, the Administrative AgentsAgent, the Purchaser Agents, the Purchasers Purchasers, and the other Affected Parties under this Agreement and each of the other Transaction Documents have been paid in full. Notwithstanding anything to the contrary set forth in this Agreement, any reduction of the Purchase Facility or the Purchasers’ Total Commitment pursuant to this Section 3.2(c) shall be on a pro rata basis in respect of each the SCC Receivable PoolPool and the Combined Receivable Pools.

The Sellers’ Optional Permanent Reduction of Purchase Facility. The Sellers may, upon at least thirty (30) days’ prior written notice to the Collateral Agent, the Administrative Agent and each Administrative Purchaser Agent, terminate the Purchase Facility and the Purchasers’ Total Commitment in whole without penalty or premium (other than any amounts payable pursuant to Section 4.3) or, the Sellers may, upon at least ten (10) Business Days’ prior written notice to the Collateral Agent, the Administrative Agent and each Administrative Purchaser Agent, from time to time, irrevocably reduce in whole or part without penalty or premium the unused portion of the Purchasers’ Pool Commitment in respect of any the SCC Receivable PoolPool or the Combined Receivable Pools; provided, that each partial reduction shall be in the amount of at least $10,000,000, or an integral multiple of $100,000 in excess thereof, and that, unless terminated in whole, the Purchasers’ Total Commitment shall in no event be reduced below $500,000,000. Any such partial reduction of the Purchasers’ Pool Commitment in respect of any the SCC Receivable Pool or the Combined Receivable Pools shall be ratably allocated (based on then-existing Pool Commitments) among the Committed Purchasers to reduce their respective Pool Commitments in respect of such the SCC Receivable PoolPool and the Combined Receivable Pools, respectively. No termination of the Purchase Facility in whole shall be effective unless and until the Purchasers’ Total Investment is reduced to zero and all other Obligations and other amounts owed to the Collateral Agent, the Administrative AgentsAgent, the Purchaser Agents, the Purchasers Purchasers, and the other Affected Parties under this Agreement and each of the other Transaction Documents have been paid in full. Notwithstanding anything to the contrary set forth in this Agreement, any reduction of the Purchase Facility or the Purchasers’ Total Commitment pursuant to this Section 3.2(c) shall be on a pro rata basis in respect of each the SCC Receivable PoolPool and the Combined Receivable Pools.