Common use of Optional Reduction Clause in Contracts

Optional Reduction. The Borrower may, upon notice to the Administrative Agent, terminate, in whole or in part, the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess; provided, that any notice so given to the Administrative Agent in connection with a refinancing of all Obligations (other than contingent indemnification obligations not yet due and payable) may, subject to Section 3.05, be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional Reduction. The Borrower US Borrowers may, upon notice at any time, direct the LC Facility Administrative Agent to reduce the Administrative Agent, terminateTotal Credit-Linked Deposits, in whole or in part, upon at least three Business Days’ irrevocable written notice, to the Aggregate Revolving Commitments, or from time to time permanently reduce LC Facility Administrative Agent specifying the Aggregate Revolving Commitmentsdate and amount of such reduction; provided that (i) if any such notice is given, the amount specified in such notice shall be received by the Administrative Agent not later than 12:00 noon five Business Days prior to due and payable on the date of termination or reduction, specified therein; (ii) any such partial reduction shall be in an aggregate principal amount of $5,000,000 or any a whole multiple of $1,000,000 in excess thereof, ; (iii) the Borrower no such reduction shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) be permitted if, after giving effect to any reduction of the Aggregate Revolving Commitmentssuch reduction, the Letter LC Facility LC Exposure would exceed the Total Credit-Linked Deposits; and (iv) US Borrowers shall pay, for the pro rata benefit of Credit Sublimit or the Swing Line Sublimit exceeds each LC Facility Lender, a premium equal to 1% of the amount of the Aggregate Revolving Commitmentsany such reduction which is made prior to June 30, such sublimit 2005, which premium shall be automatically reduced by payable at the amount time of such excess; providedreduction. For the avoidance of doubt, that any notice so given to the US Borrowers shall not direct the LC Facility Administrative Agent to reduce the Total Credit-Linked Deposits if, after giving effect to such reduction, the aggregate LC Facility LC Exposure would exceed the aggregate Total Credit-Linked Deposits. In the event the Credit-Linked Deposits shall be reduced in connection accordance with a refinancing of all Obligations (other than contingent indemnification obligations not yet due and payable) maythe foregoing, subject to Section 3.05, be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied. The LC Facility Administrative Agent will promptly notify return all amounts in the Lenders of any such notice of termination or reduction Credit-Linked Deposit Account in excess of the Aggregate Revolving Commitments. Any reduction reduced Credit-Linked Deposits to the Lenders, ratably in accordance with their Pro Rata Shares of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such terminationTotal Credit-Linked Deposits.

Optional Reduction. The Borrower US Borrowers may, upon notice at any time, direct the LC Facility Administrative Agent to reduce the Administrative Agent, terminateTotal Credit-Linked Deposits, in whole or in part, upon at least three Business Days’ irrevocable written notice, to the Aggregate Revolving Commitments, or from time to time permanently reduce LC Facility Administrative Agent specifying the Aggregate Revolving Commitmentsdate and amount of such reduction; provided that (i) if any such notice is given, the amount specified in such notice shall be received by the Administrative Agent not later than 12:00 noon five Business Days prior to due and payable on the date of termination or reduction, specified therein; (ii) any such partial reduction shall be in an aggregate principal amount of $5,000,000 2,500,000 or any a whole multiple of $1,000,000 500,000 in excess thereof, ; (iii) the Borrower no such reduction shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) be permitted if, after giving effect to any reduction of the Aggregate Revolving Commitmentssuch reduction, the Letter LC Facility LC Exposure would exceed the Total Credit-Linked Deposits; and (iv) US Borrowers shall pay, for the pro rata benefit of Credit Sublimit or the Swing Line Sublimit exceeds each LC Facility Lender, a premium equal to 1% of the amount of any such reduction which is made prior to the Aggregate Revolving Commitmentsfirst anniversary of the Amendment and Restatement Effective Date, such sublimit which premium shall be automatically reduced by payable at the amount time of such excess; providedreduction. For the avoidance of doubt, that any notice so given to the US Borrowers shall not direct the LC Facility Administrative Agent to reduce the Total Credit-Linked Deposits if, after giving effect to such reduction, the aggregate LC Facility LC Exposure would exceed the aggregate Total Credit-Linked Deposits. In the event the Credit-Linked Deposits shall be reduced in connection accordance with a refinancing of all Obligations (other than contingent indemnification obligations not yet due and payable) maythe foregoing, subject to Section 3.05, be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied. The LC Facility Administrative Agent will promptly notify return all amounts in the Lenders of any such notice of termination or reduction Credit-Linked Deposit Account in excess of the Aggregate Revolving Commitments. Any reduction reduced Credit-Linked Deposits to the Lenders, ratably in accordance with their Pro Rata Shares of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such terminationTotal Credit-Linked Deposits.