Common use of Voluntary Prepayments; Reductions in Commitments Clause in Contracts

Voluntary Prepayments; Reductions in Commitments. (i) Borrower Representative shall notify Agent (and, in the case of prepayment of a Swing Line Loan, the Swing Line Lender) by telephone confirmed in writing of any prepayment of a Loan hereunder (i) in the case of a LIBOR Loan, not later than 4:00 p.m. (New York time) on the date which is three (3) Business Days before the date of such prepayment, and (ii) in the case of an Index Rate Loan, not later than 11:00 a.m. (New York time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or portion thereof to be prepaid. Promptly following receipt of any such notice, Agent shall provide notice to Lenders thereof. Each partial prepayment of any Loan shall be in a minimum amount of (i) if denominated in Dollars, $5,000,000 or an integral multiple of $1,000,000 in excess of such amount or (ii) if denominated in Sterling, £3,000,000 or an integral multiple of £500,000 in excess of such amount. (ii) Borrowers may at any time, on at least five (5) days’ prior written notice by Borrower Representative to Agent of the intent of the Borrowers to effect such a reduction and at least two (2) days’ prior written notice by Borrower Representative to Agent of the exact date on which such reduction shall occur, permanently reduce (but not terminate) the Commitment; provided, that (A) any such reduction shall be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount, (B) the Commitment shall not be reduced to an amount less than the greater of (i) $75,000,000, and (ii) the sum of (x) the Dollar Equivalent of the amount of the aggregate Revolving Loan then outstanding and (y) the Dollar Equivalent of the Swing Line Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Sections 1.3(b)(i) and (ii). In addition, Borrowers may at any time, on at least ten (10) days’ prior written notice by Borrower Representative to Agent of the intent of the Borrowers to effect such a termination and at least two (2) days’ prior written notice by Borrower Representative to Agent of the exact date on which such termination shall occur, terminate the Commitment; provided, that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any reduction or termination of the Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Commitment below $100,000,000 shall require a corresponding pro rata reduction in the Sterling Subfacility Limit and the L/C Sublimit to the extent of such reduction below $100,000,000.

Voluntary Prepayments; Reductions in Commitments. (i) Borrower Representative shall notify Agent (and, in the case of prepayment of a Swing Line Loan, the Swing Line Lender) by telephone confirmed in writing of any prepayment of a Loan hereunder (i) in the case of a LIBOR Loan, not later than 4:00 p.m. (New York time) on the date which is three (3) Business Days before the date of such prepayment, and (ii) in the case of an Index Rate Loan, not later than 11:00 a.m. (New York time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or portion thereof to be prepaid. Promptly following receipt of any such notice, Agent shall provide notice to Lenders thereof. Each partial prepayment of any Loan shall be in a minimum amount of (i) if denominated in Dollars, $5,000,000 or an integral multiple of $1,000,000 in excess of such amount or amount, (ii) if denominated in Sterling, £3,000,000 or an integral multiple of £500,000 in excess of such amount or (iii) if denominated in Hong Kong Dollars, HK$40,000,000 or an integral multiple of HK$8,000,000 in excess of such amount. (ii) Borrowers may at any time, on at least five (5) days’ prior written notice by Borrower Representative to Agent of the intent of the Borrowers to effect such a reduction and at least two (2) days’ prior written notice by Borrower Representative to Agent of the exact date on which such reduction shall occur, permanently reduce (but not terminate) the Commitment; provided, that (A) any such reduction shall be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount, (B) the Commitment shall not be reduced to an amount less than the greater of (i) $75,000,000, and (ii) the sum of (x) the Dollar Equivalent of the amount of the aggregate Revolving Loan then outstanding and (y) the Dollar Equivalent of the Swing Line Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Sections 1.3(b)(i) and (ii). In addition, Borrowers may at any time, on at least ten (10) days’ prior written notice by Borrower Representative to Agent of the intent of the Borrowers to effect such a termination and at least two (2) days’ prior written notice by Borrower Representative to Agent of the exact date on which such termination shall occur, terminate the Commitment; provided, that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any reduction or termination of the Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b). Upon any such reduction or termination of the Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Commitment below $100,000,000 shall require a corresponding pro rata reduction in the Sterling Foreign Currency Subfacility Limit and the L/C Sublimit to the extent of such reduction below $100,000,000.

Voluntary Prepayments; Reductions in Commitments. (i) Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swing Line Loan, the Swing Line Lender) by telephone confirmed in writing of any prepayment of a Loan hereunder (i) in the case of a LIBOR Loan, not later than 4:00 p.m. (New York time) on the date which is three (3) Business Days before the date of such prepayment, and (ii) in the case of an Index Rate Loan, not later than 11:00 a.m. (New York time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or portion thereof to be prepaid. Promptly following receipt of any such notice, the Administrative Agent shall provide notice to Lenders thereof. Each partial prepayment of any Loan shall be in a minimum amount of (i) if denominated in Dollars, $5,000,000 or an integral multiple of $1,000,000 in excess of such amount or amount, (ii) if denominated in Sterling, £3,000,000 or an integral multiple of £500,000 in excess of such amount, (iii) if denominated in Euro, €3,000,000 or an integral multiple of €500,000 in excess of such amount or (iv) if denominated in Hong Kong Dollars, HK$40,000,000 or an integral multiple of HK$8,000,000 in excess of such amount. (ii) Borrowers may at any time, on at least five (5) days’ prior written notice by Borrower Representative to the Administrative Agent of the intent of the Borrowers to effect such a reduction and at least two (2) days’ prior written notice by Borrower Representative to the Administrative Agent of the exact date on which such reduction shall occur, permanently reduce (but not terminate) the Commitment; provided, that (A) any such reduction shall be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount, (B) the Commitment shall not be reduced to an amount less than the greater of (i) $75,000,000112,500,000, and (ii) the sum of (x) the Dollar Equivalent of the amount of the aggregate Revolving Loan then outstanding and (y) the Dollar Equivalent of the Swing Line Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Sections 1.3(b)(i) and (ii). In addition, Borrowers may at any time, on at least ten seven (107) days’ prior written notice by Borrower Representative to the Administrative Agent of the intent of the Borrowers to effect such a termination and at least two (2) days’ prior written notice by Borrower Representative to the Administrative Agent of the exact date on which such termination shall occur, terminate the Commitment; provided, that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any reduction or termination of the Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b1.14(b). Upon any such reduction or termination of the Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Commitment below $100,000,000 150,000,000 shall require a corresponding pro rata reduction in the Sterling Foreign Currency Subfacility Limit and the L/C Sublimit to the extent of such reduction below $100,000,000150,000,000.

Voluntary Prepayments; Reductions in Commitments. (i) Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swing Line Loan, the Swing Line Lender) by telephone confirmed in writing of any prepayment of a Loan hereunder (i) in the case of a LIBOR Loan, not later than 4:00 p.m. (New York time) on the date which is three (3) Business Days before the date of such prepayment, and (ii) in the case of an Index Rate Loan, not later than 11:00 a.m. (New York time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or portion thereof to be prepaid. Promptly following receipt of any such notice, the Administrative Agent shall provide notice to Lenders thereof. Each partial prepayment of any Loan shall be in a minimum amount of (i) if denominated in Dollars, $5,000,000 or an integral multiple of $1,000,000 in excess of such amount or amount, (ii) if denominated in Sterling, £3,000,000 or an integral multiple of £500,000 in excess of such amount, (iii) if denominated in Euro, €3,000,000 or an integral multiple of €500,000 in excess of such amount or (iv) if denominated in Hong Kong Dollars, HK$40,000,000 or an integral multiple of HK$8,000,000 in excess of such amount. (ii) Borrowers may at any time, on at least five (5) days’ prior written notice by Borrower Representative to the Administrative Agent of the intent of the Borrowers to effect such a reduction and at least two (2) days’ prior written notice by Borrower Representative to the Administrative Agent of the exact date on which such reduction shall occur, permanently reduce (but not terminate) the Commitment; provided, that (A) any such reduction shall be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount, (B) the Commitment shall not be reduced to an amount less than the greater of (i) $75,000,00037,500,000, and (ii) the sum of (x) the Dollar Equivalent of the amount of the aggregate Revolving Loan then outstanding and (y) the Dollar Equivalent of the Swing Line Loan then outstanding, and (C) after giving effect to such reductions, Borrowers shall comply with Sections 1.3(b)(i) and (ii). In addition, Borrowers may at any time, on at least ten seven (107) days’ prior written notice by Borrower Representative to the Administrative Agent of the intent of the Borrowers to effect such a termination and at least two (2) days’ prior written notice by Borrower Representative to the Administrative Agent of the exact date on which such termination shall occur, terminate the Commitment; provided, that upon such termination, all Loans and other Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any reduction or termination of the Commitment must be accompanied by payment of the Fee required by Section 1.9(c), if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b1.14(b). Upon any such reduction or termination of the Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided, that a permanent reduction of the Commitment below $100,000,000 50,000,000 shall require a corresponding pro rata reduction in the Sterling Foreign Currency Subfacility Limit and the L/C Sublimit to the extent of such reduction below $100,000,00050,000,000.