Common use of Voluntary Termination of Total Unutilized Commitments Clause in Contracts

Voluntary Termination of Total Unutilized Commitments. (a) Upon at least three Business Days’ prior written notice from an Authorized Representative of the Borrower 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 or from time to time, without premium or penalty, to terminate the Total Unutilized Commitment on a pro rata basis in whole, or reduce it in part, pursuant to this Section 4.02(a), in an amount equal to an integral multiple of $1,000,000, provided that each such reduction shall apply proportionately to permanently reduce the Commitment of each Lender. (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 14.12(b), the Borrower may, subject to its compliance with the requirements of Section 14.12(b) and upon five 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), terminate all of the Commitments of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 2.10) are repaid concurrently with the effectiveness of such termination pursuant to Section 5.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts) and such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, 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, 3.06, 5.04, 12.06 and 14.01), which shall survive as to such repaid Lender.

Voluntary Termination of Total Unutilized Commitments. (a) Upon at least three Business Days’ prior written notice from an Authorized Representative of the Borrower 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 or from time to time, without premium or penalty, to terminate the Total Unutilized Commitment of any Class on a pro rata basis in whole, or reduce it in part, pursuant to this Section 4.02(a)4.02, in an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided that with respect to the Total Unutilized Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.14, the Existing Commitments of any one or more Lenders providing any such Extended Commitments on such date shall be reduced in an amount equal to an integral multiple the amount of $1,000,000, Specified Existing Commitments so extended on such date (provided that each (x) after giving effect to any such reduction shall apply proportionately to permanently reduce the Commitment of each Lender. (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 14.12(b)repayment of any Loans made on such date, the Borrower maytotal exposure of any such Lender does not exceed the Commitment thereof (such total exposure and Commitment being determined in each case, subject to its for the avoidance of doubt, exclusive of such Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 14.12(b) and upon five Business Days’ prior written notice 5.03 with respect to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit ratable allocation of payments hereunder, with such allocation being determined after giving effect to each of the Lenders), terminate all of the Commitments of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing any conversion pursuant to Section 2.10) are repaid concurrently with the effectiveness 2.14 of such termination pursuant Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to Section 5.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts) and such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory any reduction being made to the Administrative Agent and the respective Issuing Lenders, and at such time, such Lender shall no longer constitute a “Commitment of any other Lender” for purposes of this Agreement, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.09, 2.10, 3.06, 5.04, 12.06 and 14.01), which shall survive as to such repaid Lender.

Voluntary Termination of Total Unutilized Commitments. (a) Upon at least three Business Days’ prior written notice from an Authorized Representative of the Borrower 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 or from time to time, without premium or penalty, to terminate the Total Unutilized Commitment of any Class on a pro rata basis in whole, or reduce it in part, pursuant to this Section 4.02(a)3.02, in an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided that with respect to the Total Unutilized Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) each such reduction shall be applied to reduce future Scheduled Commitment Reductions as of the date of such reduction in direct order and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.14, the Existing Commitments of any one or more Lenders providing any such Extended Commitments on such date shall be reduced in an amount equal to an integral multiple the amount of $1,000,000, Existing Commitments so extended on such date (provided that each (x) after giving effect to any such reduction shall apply proportionately to permanently reduce the Commitment of each Lender. (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 14.12(b)repayment of any Loans made on such date, the Borrower maytotal exposure of any such Lender does not exceed the Commitment thereof (such total exposure and Commitment being determined in each case, subject to its for the avoidance of doubt, exclusive of such Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 14.12(b) and upon five Business Days’ prior written notice 4.03 with respect to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit ratable allocation of payments hereunder, with such allocation being determined after giving effect to each of the Lenders), terminate all of the Commitments of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing any conversion pursuant to Section 2.10) are repaid concurrently with the effectiveness 2.14 of such termination pursuant Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to Section 5.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts) and such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory any reduction being made to the Administrative Agent and the respective Issuing Lenders, and at such time, such Lender shall no longer constitute a “Commitment of any other Lender” for purposes of this Agreement, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.09, 2.10, 3.06, 5.04, 12.06 and 14.01), which shall survive as to such repaid Lender.

Voluntary Termination of Total Unutilized Commitments. (a) Upon at least three Business Days’ prior written notice from an Authorized Representative of the Borrower 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 or from time to time, without premium or penalty, to terminate the Total Unutilized Commitment on a pro rata basis in whole, or reduce it in part, pursuant to this Section 4.02(a), in an amount equal to an integral multiple of $1,000,000, provided that each such reduction shall apply proportionately to permanently reduce the Commitment of each LenderLender under each Tranche and shall be applied to reduce the Scheduled Commitment Reductions as of the date of such reduction in direct order of maturity. (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 14.12(b), the Borrower may, subject to its compliance with the requirements of Section 14.12(b) and upon five 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), terminate all of the Commitments of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 2.10) are repaid concurrently with the effectiveness of such termination pursuant to Section 5.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts) and such Lender’s Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, 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, 3.06, 5.04, 12.06 and 14.01), which shall survive as to such repaid Lender.