Common use of Optional Termination or Reductions Clause in Contracts

Optional Termination or Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Commitments of any Class, or from time to time permanently reduce the Commitments of any Class; provided that, unless otherwise agreed by the Administrative Agent, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m., New York City time, three 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 Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the 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. Any notice of termination or reduction of the Commitment of any Class delivered by the Borrower may state that such termination or reduction is conditioned upon the satisfaction of one or more conditions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of such termination or reduction) if any such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of the applicable Class of any such notice of termination or reduction of the Commitments. Any reduction of the Commitments of any Class shall be applied to the Commitment of such Class of each Lender ratably. Any termination or reduction of the Commitments of any Class shall be permanent. All Revolving Commitment Fees accrued until the effective date of any termination or reduction of the Revolving Commitments (in the case of any reduction, in respect of the aggregate amount of the Revolving Commitments subject to such reduction) shall be paid on the effective date of such reduction or termination, and all Ticking Fees accrued until the effective date of any termination or reduction of the Delayed Draw Term A Loan Commitments (in the case of any reduction, in respect of the aggregate amount of the Delayed Draw Term A Loan Commitments subject to such reduction) shall be paid on the effective date of such reduction or termination.

Optional Termination or Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Commitments of any Class, or from time to time permanently reduce the Commitments of any Class (it being understood and agreed that the Borrower may terminate or permanently reduce the Commitments of any Class pursuant to this Section 2.06(a) without being required to terminate or permanently reduce the Commitments of any other Class); provided that, unless otherwise agreed by the Administrative Agent, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m., New York City time, three (3) 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 Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the 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. Any notice of termination or reduction of the Commitment Commitments of any Class delivered by the Borrower pursuant to this Section 2.06(a) may state that such termination or reduction is conditioned upon the satisfaction of one or more conditions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of such termination or reduction) if any such condition is not satisfied. The Administrative Agent will promptly notify the Appropriate Lenders of the applicable Class of any such notice of termination or reduction of the CommitmentsCommitments of any Class. Any reduction of the Commitments of any Class shall be applied to the Commitment of such Class of each Lender ratablyratably in accordance with such Lender’s relevant Applicable Percentage. Any termination or reduction of the Commitments of any Class shall be permanent. All Revolving Commitment Fees accrued until the effective date of any termination or reduction of the Revolving Commitments (in the case of any reduction, in respect of the aggregate amount of the Revolving Commitments subject to such reduction) shall be paid on the effective date of such reduction or termination, and all . All 3-Year Delayed Draw Ticking Fees accrued until the effective date of any termination or reduction of the 3-Year Delayed Draw Term A Loan Commitments (in the case of any reduction, in respect of the aggregate amount of the 3-Year Delayed Draw Term A Loan Commitments subject to such reduction) shall be paid on the effective date of such reduction or termination. All 5-Year Delayed Draw Ticking Fees accrued until the effective date of any termination or reduction of the 5-Year Delayed Draw Term Commitments (in the case of any reduction, in respect of the aggregate amount of the 5-Year Delayed Draw Term Commitments subject to such reduction) shall be paid on the effective date of such reduction or termination.