Voluntary Termination of Commitments Sample Clauses

Voluntary Termination of Commitments. (a) Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate the Total Unutilized Basic Revolving Loan Commitment, in whole or in part, and/or the Total Unutilized Supplemental Revolving Loan Commitment, in whole or in part, PROVIDED that partial reductions of either of such Commitments shall be in an amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, PROVIDED that each such reduction pursuant to this clause (a) shall apply proportionately to permanently reduce the Basic Revolving Loan Commitment and/or the Supplemental Revolving Loan Commitment, as the case may be, of each Bank with such a Commitment or Commitments. (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to terminate the entire Basic Revolving Loan Commitment and Supplemental Revolving Loan Commitment of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b), and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or cash equivalents equal to such Bank's applicable BRL Percentage of the Letter of Credit Outstandings (which cash and/or cash equivalents shall be held by the Administrative Agent as security for the obligations of the Borrower hereunder in respect of such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent (at which time Schedule I shall be deemed modified to reflect such changed amounts)), and at such time, such Bank shall no longer constitute a "Bank" for purposes of this Agreement, except with respect to indemnifications under this Agreement pursuant to Sections 1.10, 1.11, 2.0...

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. (a) Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate the Total Unutilized Revolving Loan Commitment, in whole or in part, PROVIDED that any such partial reduction shall be in an amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof, PROVIDED further that each such reduction pursuant to this clause (a) shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Bank. (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 11.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to terminate the entire Revolving Loan Commitment of such Bank, so long as all Revolving Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 3.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts)), and at such time, such Bank shall no longer constitute a "Bank" for purposes of this Agreement, except with respect to indemnifications under this Agreement pursuant to Sections 1.10, 1.11, 3.04, 11.01 and 11.06, which shall survive as to such repaid Bank.

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, to terminate the Total Commitment in whole but not in part.

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. Without premium or penalty, and upon giving not less than three (3) Business Days prior telephonic notice (followed by written notice) to Administrative Agent, Borrower may terminate in whole or in part the unused portion of the Total Commitment; PROVIDED THAT: (i) each partial termination shall be in an amount of not less than $10,000,000 or a greater integral multiple of $1,000,000; (ii) the amount of the Commitment Usage may not exceed the Total Commitment (unless Borrowings are simultaneously paid in an amount equal to such excess); and (iii) each reduction shall be allocated Pro Rata among Lenders in accordance with their respective Pro Rata Parts. Promptly after receipt of such notice of termination or reduction, Administrative Agent shall notify each Lender of the proposed cancellation or reduction. Such termination or partial reduction of the Total Commitment shall be effective on the Business Day specified in Borrower's notice (which date must be at least three (3) Business Days after Borrower's delivery of such notice). In the event that the Total Commitment is reduced to zero at a time when there shall be no LC Exposure or Principal Debt, this Agreement shall be terminated to the extent specified in SECTION 14.14, and all commitment fees and other fees then earned and unpaid hereunder and all other amounts of the Obligation then due and owing shall be immediately due and payable, without notice or demand by Administrative Agent or any Lender.

Voluntary Termination of Commitments. Without premium or penalty, and upon giving not less than ten (10) Business Days prior written and irrevocable notice to Administrative Agent, Borrower may terminate in whole or in part the unused portion of the Total Commitment; provided that: (i) each partial termination shall be in the amount of $1,000,000 or a greater integral multiple of $1,000,000; (ii) the amount of the Total Commitment may not be reduced below the Commitment Usage; and (iii) each reduction shall be allocated Pro Rata among Lenders in accordance with their respective Pro Rata Parts. Promptly after receipt of such notice of termination or reduction, Administrative Agent shall notify each Lender of the proposed cancellation or reduction. Such termination or partial reduction of the Total Commitment shall be effective on the Business Day specified in Borrower's notice (which date must be at least ten (10) Business Days after Borrower's delivery of such notice). In the event that the Total Commitment is reduced to zero at a time when there shall be no LC Exposure or Principal Debt, this Agreement shall be terminated to the extent specified in SECTION 14.14, and all commitment fees and other fees then earned and unpaid hereunder and all other amounts of the Obligation then due and owing shall be immediately due and payable, without notice or demand by Administrative Agent or any Lender.

Voluntary Termination of Commitments. Borrowing Agent may voluntarily terminate the Commitments in total by (i) giving the Agent 30 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 acceptable to Agent and the LC Issuer), (b) any LIBOR Prepayment Fee under Section 3.2.4, and (c) if such Voluntary Termination Date is before November 30, 2008, 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 in an amount equal to 1% of the Revolving Loan Facility Amount. Borrowing Agent may not reduce any Commitment or terminate any Commitment in part.