Voluntary Termination of Commitments. (a) Upon at least three Business Days’ prior notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or reduce the Unutilized Revolving Loan Commitments or the Total Term Loan Commitments, in whole or in part, prior to the Maturity Date, in integral multiples of $1,000,000 in each case of partial reductions to the Unutilized Revolving Loan Commitments or the Total Term Loan Commitments; provided that, in each case, such reduction shall apply proportionately to permanently reduce the Revolving Loan Commitments of each Lender with Revolving Loan Commitments and/or Term Loan Commitments, as applicable.
(b) In the event of certain refusals by a Lender as provided in Section 11.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, subject to the requirements of said Section 11.12(b) and upon five Business Days’ written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), terminate all of the Commitment (if any) of such Lender so long as all Loans, together with accrued and unpaid interest, Commitment Commission and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination (at which time Schedule I hereto shall be deemed modified to reflect such changed amounts), and at such time such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.09, 2.10, 4.04, 11.01, 11.16 and 11.17), which shall survive as to such repaid Lender.
Voluntary Termination of Commitments. Without premium or penalty, and upon giving not less than five (5) Business Days prior written and irrevocable notice to Agent, Borrower may terminate in whole or in part the unused portion of the Commitments; provided that: (i) each partial termination shall be in an amount of not less than $500,000.00 or a greater integral multiple thereof; (ii) the amount of the Commitments may not be reduced below the amount of the Obligation at such time; and (iii) each reduction shall be allocated to each Lender's Commitment Pro Rata among all Lenders in accordance with their respective Pro Rata Parts. Promptly after receipt of such notice or termination or reduction, Agent shall notify each Lender of the cancellation or reduction.
Voluntary Termination of Commitments. The Company may, upon not less than three Business Days' prior notice to the Agent, terminate the W/C Revolving Commitment or the Acquisition Revolving Commitment in full but not in part as long as such termination is accompanied by the simultaneous prepayment in full of all outstanding W/C Revolving Loans and Acquisition Revolving Loans, respectively, and the termination, or Cash Collateralization, of all outstanding L/C Obligations. Once terminated in accordance with this Section, the W/C Revolving Commitment and the Acquisition Revolving Commitment may not be reinstated. All accrued commitments fees to, but not including the effective date of such termination, shall be paid on the effective date of such termination.
Voluntary Termination of Commitments. Borrower may voluntarily terminate the Commitments in total by (i) giving the Agent 90 days advance notice (“Termination Notice”) of the date on which the Commitments are to terminate (“Voluntary Termination Date”), and (ii) paying and satisfying on the Voluntary Termination Date: (a) all Loans and other Obligations (which shall include the cancellation and return of all outstanding Letters of Credit, or provision made for the cash collateralization of all such Letters of Credit on terms reasonably acceptable to Agent and the LC Issuer) other than contingent Obligations that survive the termination of this Agreement for which Agent has not given notice thereof to Borrower, (b) any LIBOR Prepayment Fee under Section 3.2.4, and (c) if such Voluntary Termination Date is earlier than the third anniversary of the date of this Agreement, paying, as compensation to the Lenders for loss of bargain with respect to the credit advanced hereunder, and not as a penalty, a termination fee (“Termination Fee”) in the amounts set forth below: On or before August 25, 2006 $ 250,000; After August 25, 2006 but on or before August 25, 2007 $ 125,000; After August 25, 2007 but before August 25, 2008 $ 62,500 provided, however, that no Termination Fee shall be due if the payment in full of the then outstanding Loans and other Obligations is being simultaneously effected from the proceeds attributable to (1) the sale or other disposition of (“Sale Transaction”) all or substantially all of the assets of Borrower paid by the purchaser (not an Affiliate of Borrower) (“Third Party Purchaser”) or any lender whose financing the Third Party Purchaser arranged in connection with that Sale Transaction or (2) a Change of Control irrespective of whether Lenders accelerate the due date of the Obligations in response to such Change of Control. Borrower may not terminate any Commitment in part. For purposes of this Section 2.12.1, such cash collateralization of all outstanding Letters of Credit shall be in an amount equal to one hundred five (105%) percent of the then Letter of Credit Exposure plus the amount of any LOC Fees and other fees and expenses set forth in Section 3.7 payable in connection therewith through the end of the latest expiration date of such Letters of Credit.
Voluntary Termination of Commitments. (a) Upon at least ten Business Days’ prior notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or reduce the Commitments, in whole or in part prior to the applicable Commitment Termination Date, in integral multiples of $1,000,000 in the case of partial reductions to the Commitments, provided that such reduction shall apply proportionately to permanently reduce the Commitment, as applicable, of each Lender.
Voluntary Termination of Commitments. Upon at least three (3) Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrowers shall have the right, at any time or from time to time, without premium or penalty (other than Exit Fees on the amount of the Total Commitment), to terminate the Total Commitment in whole but not in part.
Voluntary Termination of Commitments. The Borrowers shall have the right to terminate the amount of Commitments in whole or in part at any time; PROVIDED that (a) the Borrowers' Agent shall give notice of such termination to the Agent as provided in SECTION 2.11, (b) each reduction of the Revolving Credit Commitments shall be in an amount that is at least equal to $5,000,000 or any greater multiple of $1,000,000 and (c) each reduction of the CapEx Commitments shall be in an amount that is at least equal to $250,000 or any greater multiple of $100,000. The Borrowers may not terminate the Revolving Credit Commitments to an amount that is less than the Total Exposure then outstanding, and unless the Commitments have been terminated in whole, the Borrowers may not reduce the amount of the Revolving Credit Commitments to less than $25,000,000. Any portion of the Commitments that has been terminated may not be reinstated.
Voluntary Termination of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice, confirmed in writing) to the Agent at the Notice Office (which notice the Agent shall promptly transmit to each of the Banks), the Company shall have the right, without premium or penalty, to terminate the unutilized portion of the Total Commitment in whole or in part, in increments of $5,000,000, or if greater in integral multiples of $1,000,000, PROVIDED that any such reduction shall apply proportionately to the Commitment of each of the Banks.
Voluntary Termination of Commitments. Upon at least three Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time during the Availability Period, without premium or penalty, to terminate the Commitments in whole, or reduce the Commitments in part in an integral multiple of $1,000,000, provided that each such reduction shall apply proportionately to permanently reduce the Commitment of each Lender. Each notice delivered by the Borrower pursuant to this Section 3.02 shall be irrevocable.
Voluntary Termination of Commitments. Upon at least five Business Days' prior telephonic notice confirmed in writing to the Agent (which notice the Agent shall promptly transmit to each of the Lenders), the Company shall have the right, without premium or penalty, to terminate the Total Unutilized Commitment in part or in whole; provided, that any such partial termination (a) shall apply proportionately to the Commitment of each of the Lenders and (b) shall be in the amount of $5,000,000 or, if greater, an integral multiple of $1,000,000.
