Common use of Optional Cancellation Clause in Contracts

Optional Cancellation. The Borrowers may terminate Facility A and Facility B, each in whole (but not in part), at any time upon at least sixty (60) days prior written notice to the Agent and upon (a) the payment in full of all outstanding Obligations under the relevant Credit Facility, together with all accrued and unpaid interest thereon, (b) the payment of any accrued and unpaid standby fees and other fees due under the Documents in respect of the relevant Credit Facility (including any prepayment fee required pursuant to the terms of this Section) to the date of termination, and (c) the expiration or termination of all B/As, Letters of Credit, Letters of Guarantee and Hedge Contracts (including all FEFCs, FX Collar Options and interest rate hedging instruments) under the relevant Credit Facility and, to the extent any such B/A, Letter of Credit, Letter of Guarantee or Hedge Contract has not expired in accordance with its terms or otherwise been terminated to the satisfaction of the Agent, accompanied by collateral security in form and in such amounts as shall be satisfactory to the Agent. At the effective date of any termination of the Credit Facilities by the Borrowers which occurs prior to the Maturity Date, or upon the Obligations or any of them being declared due and payable pursuant to Section 10.2, the Borrowers shall, to the extent not prohibited by Applicable Law, pay a prepayment fee to the Agent, for and on behalf of the Lenders under Facility A and Facility B, as applicable, according to their Rateable Portion, as liquidated damages for the loss of bargain and not as a penalty, in an amount equal to (i) two percent (2.00%) of the aggregate Total Commitment in respect of Facility A and Facility B if such termination or declaration occurs during the first 12-month period after the Closing Date (namely, the period commencing the Closing Date and ending July 27, 2013), (ii) one and one-half percent (1.50%) of the aggregate Total Commitment in respect of Facility A and Facility B if such termination or declaration occurs during the second 12-month period after the Closing Date (namely, the period commencing July 28, 2013 and ending July 27, 2014), and (iii) one percent (1.00%) of the aggregate Total Commitment in respect of Facility A and Facility B if such termination or declaration occurs thereafter. Notwithstanding the foregoing, the prepayment fee provided in this Section 5.4 shall not be payable if termination results directly from the conversion of Facility A and Facility B to another type of loan owing to then existing Lenders to which are then owed 66.67% or more of the principal amount of all Obligations then outstanding under all of the Credit Facilities.

Optional Cancellation. The Borrowers may terminate (i) Facility A C only, (ii) Facility D only, (iii) Facility C and Facility BD only or (iv) all of the Credit Facilities, each in whole (but not in part), ) at any time upon at least sixty (60) days prior written notice to the Agent and upon (a) the payment in full of all outstanding Obligations under the relevant Credit Facility, together with all accrued and unpaid interest thereon, (b) the payment of any accrued and unpaid standby fees and other fees due under the Documents in respect of the relevant Credit Facility (including any prepayment fee required pursuant to the terms of this Section) to the date of termination, and (c) the expiration or termination of all B/As, Letters of Credit, Letters of Guarantee and Hedge Contracts (including all FEFCs, FX Collar Options and interest rate hedging instruments) under the relevant Credit Facility and, to the extent any such B/A, Letter of Credit, Letter of Guarantee or Hedge Contract has not expired in accordance with its terms or otherwise been terminated to the satisfaction of the Agent, accompanied by collateral security in form and in such amounts as shall be satisfactory to the Agent. At the effective date of any termination of the Credit Facilities any one or more of Facility A, Facility B, Facility C and Facility D, as applicable, by the Borrowers which occurs prior to the Maturity Date, or upon the Obligations or any of them being declared due and payable pursuant to Section 10.2, the Borrowers shall, to the extent not prohibited by Applicable Law, shall pay a prepayment fee to the Agent, for and on behalf of the Lenders under Facility A A, Facility B, Facility C and Facility BD, as applicable, according to their Rateable Portion, as liquidated damages for the loss of bargain and not as a penalty, in an amount equal to (i) two one percent (2.001.00%) of the aggregate Total Commitment in respect of of, as applicable, Facility A A, Facility B, Facility C and Facility B if such termination or declaration occurs during the first 12-month period after the Closing Date (namely, the period commencing the Closing Date and ending July 27, 2013), (ii) one and one-half percent (1.50%) of the aggregate Total Commitment in respect of Facility A and Facility B D if such termination or declaration occurs during the second 12-month period after the Original Closing Date (namely, the period commencing July 28October 31, 2013 2010 and ending July 27October 30, 20142011), and (iii) one-half of one percent (1.000.50%) of the aggregate Total Commitment in respect of of, as applicable, Facility A A, Facility B, Facility C and Facility B D if such termination or declaration occurs thereafter. Notwithstanding the foregoing, the prepayment fee provided in this Section 5.4 5.5 shall not be payable if termination results directly from the conversion of Facility A A, Facility B, Facility C and Facility B D to another type of loan owing to then existing Lenders to which are then owed 66.6767.67% or more of the principal amount of all Obligations then outstanding under all of the Credit Facilities.