Common use of Optional Clause in Contracts

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,000, or any whole multiple of $250,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 16 contracts

Sources: Credit Agreement (Medline Inc.), Credit Agreement (Medline Inc.), Credit Agreement (Medline Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,0001,000,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 15 contracts

Sources: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 10:00 a.m. three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 500,000 in excess thereof orthereof, if less(iii) the Borrower shall not terminate or reduce the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the entire amount thereof Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, and (iiiiv) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities and Incremental Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 13 contracts

Sources: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)

Optional. The A Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent at least three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the applicable Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the applicable Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the a Borrower. Notwithstanding the foregoing, the a Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacility or other conditional event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 13 contracts

Sources: Additional Facility Joinder Agreement (Liberty Latin America Ltd.), Amendment Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,000, as applicable, or any whole multiple of $250,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 11 contracts

Sources: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that that (ia) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction reduction, (unless the Administrative Agent agrees to a shorter period in its discretion), (iib) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 5.0 million or any whole multiple of $250,000, 1.0 million in excess thereof or, if less, the entire amount thereof and and (iiic) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line L/C Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit the L/C Sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line L/C Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise shall be delayed.

Appears in 11 contracts

Sources: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest, Inc.), Credit Agreement (Superior Industries International Inc)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 10 contracts

Sources: Credit Agreement (West Corp), Credit Agreement (West Corp), Credit Agreement (West Corp)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 10:00 a.m. three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 500,000 in excess thereof orthereof, if less(iii) the Borrower shall not terminate or reduce the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the entire amount thereof Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, and (iiiiv) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities and Refinancing Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 9 contracts

Sources: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable FacilityClass or occurrence of other event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 8 contracts

Sources: Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Classaggregate Revolving Credit Commitments, or from time to time permanently reduce the unused Aggregate Revolving Credit Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof oror (B) equal to the Aggregate Revolving Credit Commitments, if lessat such time, the entire amount thereof and (iii) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount excess and (iv) the Borrower may not reduce Revolving Credit Commitments under one Class prior to any reduction under an earlier maturing Class of any such Commitment reduction shall not otherwise be applied to the Letter of Revolving Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCommitments. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of reduction or termination of the Aggregate Revolving Credit Commitments if such reduction or termination would have resulted from a refinancing of all or any part of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 8 contracts

Sources: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 8 contracts

Sources: Credit Agreement (CEB Inc.), Credit Agreement (CEB Inc.), Credit Agreement (CEB Inc.)

Optional. The Borrower may, upon written notice by the Borrower to the Applicable Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that that: (i) any such notice shall be received by the Applicable Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), reduction; (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 5.0 million or any whole multiple of $250,000, 1.0 million in excess thereof or, if less, the entire amount thereof and thereof; (iii) any Revolving Commitment reduction or termination shall be in an amount not to exceed the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; and (iv) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Swingline Loan Commitment exceeds the amount of the Revolving Credit Facility, such sublimit the Letter of Credit Sublimit or the Swingline Loan Commitment, as applicable, shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit Swingline Loan Commitment, unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 7 contracts

Sources: Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.)

Optional. The Parent Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one (1) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Dollar Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Dollar Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Parent Borrower. Notwithstanding the foregoing, the Parent Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 7 contracts

Sources: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,000, or any whole multiple of $250,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the CommitmentsCommitments of any Class, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the applicable Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 7 contracts

Sources: Credit Agreement (Alight, Inc. / Delaware), Credit Agreement (Alight, Inc. / Delaware), Credit Agreement (Alight, Inc. / Delaware)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable FacilityClass or occurrence of other event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 6 contracts

Sources: Credit Agreement (Blucora, Inc.), Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one (1) Business Days Day prior to the date of termination or reduction (unless or, in any case, such shorter period of time as agreed to by the Administrative Agent agrees to a shorter period in its reasonable discretion), ) and (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 500,000 in excess thereof or, if less, the entire amount thereof thereof, and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or (x) the Swing Line Sublimit exceeds the amount Revolving Credit Commitment or (y) the Letter of Credit Sublimit exceeds the Revolving Credit FacilityCommitments, such sublimit then the Swing Line Sublimit or the Letter of Credit Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The amount of any excess for so long (but only for so long) as such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowerexcess exists. Notwithstanding the foregoing, the Borrower may condition any notice of prepayment on the consummation of a Conditional Notice Transaction and rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing Conditional Notice Transaction shall not be consummated or otherwise shall be delayed.

Appears in 6 contracts

Sources: Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc)

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,00010,000,000, or any whole multiple of $250,0001,000,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit, the Yen Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit, the Yen Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Notwithstanding the foregoing, the Borrower Company may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 6 contracts

Sources: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, or (B) equal to the entire remaining amount thereof of the Commitments of any Class and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, as the case may be, exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerBorrower or as required by the preceding sentence. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 6 contracts

Sources: Credit Agreement (ClubCorp Holdings, Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.)

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassType or of any Revolving Credit Facility, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penaltyType; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 100,000 in excess thereof orthereof, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit exceeds the amount of the Legacy Commitments or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerBorrowers. Notwithstanding the foregoing, the Borrower Borrowers may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 5 contracts

Sources: Amendment and Restatement Agreement (Ardent Health Partners, LLC), Abl Credit Agreement (Ardent Health Partners, LLC), Abl Credit Agreement (Ardent Health Partners, LLC)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,000100,000, or any whole multiple of $250,000100,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 5 contracts

Sources: Amendment No. 7 to the Amended and Restated Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, LLC)

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that that (ia) any such notice shall be received by the Administrative Agent or the Priority Revolving Agent, as the case may be, three (3) Business Days prior to the date of termination or reduction reduction, (unless the Administrative Agent agrees to a shorter period in its discretion), (iib) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 5.0 million or any whole multiple of $250,000, 1.0 million in excess thereof or, if less, the entire amount thereof and thereof, and (iiic) if, after giving effect to any reduction of the Commitments, the Letter of Credit L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit the L/C Sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Commitment reduction shall not otherwise be applied to the Letter of Credit L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise shall be delayed.

Appears in 5 contracts

Sources: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Holding Parent, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one (1) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Dollar Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Dollar Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 4 contracts

Sources: Credit Agreement (Avaya Inc), Credit Agreement (Avaya Inc), Credit Agreement (Avaya Inc)

Optional. The Lead Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,000, as applicable, or any whole multiple of $250,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Lead Borrower. Notwithstanding the foregoing, the Lead Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 4 contracts

Sources: Credit Agreement (Trinseo PLC), Credit Agreement (Trinseo S.A.), Credit Agreement (Trinseo S.A.)

Optional. The Borrower Borrowers may, upon written notice by the Parent Borrower to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one (1) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Parent Borrower. Notwithstanding the foregoing, the Borrower Borrowers may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Revolving Credit Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 4 contracts

Sources: Credit Agreement (Avaya Inc), Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (VPNet Technologies, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,000, or any whole multiple of $250,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess; provided, that, subject to the foregoing limitations and otherwise for the avoidance of doubt, the Borrower shall have the right to reduce or terminate the DDTL Commitments from time to time, without premium or penalty. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 4 contracts

Sources: Credit Agreement (Legence Corp.), Credit Agreement (Legence Corp.), Credit Agreement (Legence Corp.)

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent at least 11:00 a.m. three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, or any whole multiple of $250,000, 500,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any termination or permanent reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the any Revolving Credit Facility, such sublimit Commitments pursuant to this Section 2.06(a) shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified as directed by the Borrower, including as to any Class of Extended Revolving Credit Commitments or existing Revolving Credit Commitments (including any Incremental Revolving Credit Commitments and Refinancing Revolving Credit Commitments). Notwithstanding the foregoing, the Administrative Borrower may rescind or postpone any notice of termination of any Commitments prior to the Commitments effectiveness of such termination if such termination would have resulted from a refinancing of all or a portion of the applicable FacilityFacility or other conditional event, which refinancing or other conditional event shall not be consummated or otherwise shall be delayed.

Appears in 4 contracts

Sources: First Lien Credit Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.)

Optional. The Parent Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,000, or any whole multiple of $250,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Parent Borrower. Notwithstanding the foregoing, the Parent Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacility or other conditional event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 4 contracts

Sources: Credit Agreement (PF2 SpinCo, Inc.), Credit Agreement (PF2 SpinCo LLC), Credit Agreement (Change Healthcare Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one (1) Business Days Day prior to the date of termination or reduction (unless or, in any case, such shorter period of time as agreed to by the Administrative Agent agrees to a shorter period in its reasonable discretion), ) and (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 100,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof thereof, and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, then in any such sublimit case the Letter of Credit Sublimit or the Swing Line Sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable Facilityany Facility or Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 4 contracts

Sources: Amendment No. 4 to Credit Agreement and Limited Waiver and Amendment No. 1 to Security Agreement (Solo Brands, Inc.), Credit Agreement (Solo Brands, Inc.), Credit Agreement and Security Agreement (Solo Brands, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent at least three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerBorrower or as otherwise provided in the immediately preceding sentence. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 4 contracts

Sources: Credit Agreement (Bright Horizons Family Solutions Inc.), Credit Agreement (Bright Horizons Family Solutions Inc.), Credit Agreement (Bright Horizons Family Solutions Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,000100,000, as applicable, or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 4 contracts

Sources: Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, Inc.), Credit Agreement (Summit Materials, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Classaggregate Revolving Credit Commitments, or from time to time permanently reduce the unused Aggregate Revolving Credit Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof oror (B) equal to the Aggregate Revolving Credit Commitments, if lessat such time, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, Aggregate Revolving Credit Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount excess and (iv) the Borrower may not reduce Revolving Credit Commitments under one Class prior to any reduction under an earlier maturing Class of any such Commitment reduction shall not otherwise be applied to the Letter of Revolving Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCommitments. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of reduction or termination of the Aggregate Revolving Credit Commitments if such reduction or termination would have resulted from a refinancing of all or any part of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 3 contracts

Sources: Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassRevolving Credit Commitments, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penaltyRevolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as set forth above, the amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the applicable Revolving Credit Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 3 contracts

Sources: Credit Agreement (Station Casinos LLC), Credit Agreement (Station Casinos LLC), Credit Agreement (Station Casinos LLC)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,0001,000,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 3 contracts

Sources: Credit Agreement (Travelport Worldwide LTD), Credit Agreement (Travelport Worldwide LTD), Credit Agreement (Travelport LTD)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassAggregate Revolving Credit Commitments, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penaltyAggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent three one Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof oror (B) equal to the Aggregate Revolving Credit Commitments, if less, the entire amount thereof at such time and (iii) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of reduction or termination of the Aggregate Revolving Credit Commitments if such reduction or termination would have resulted from a refinancing of all or any part of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 3 contracts

Sources: Credit and Guaranty Agreement, Credit and Guaranty Agreement (Fidelity National Financial, Inc.), Credit and Guaranty Agreement (Fidelity National Financial, Inc.)

Optional. The A Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent at least three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the applicable Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the applicable Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the a Borrower. Notwithstanding the foregoing, the a Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacility or other conditional event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 3 contracts

Sources: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)

Optional. The Lead Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,000, as applicable, or any whole multiple of $250,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the 2021 Refinancing Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Lead Borrower. Notwithstanding the foregoing, the Lead Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 3 contracts

Sources: Credit Agreement (Trinseo PLC), Credit Agreement (Trinseo S.A.), Credit Agreement (Trinseo PLC)

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 500,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, (1) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess and (2) the Alternative Currency Sublimit exceeds the Alternative Currency Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Alternative Currency Sublimit unless otherwise specified by the BorrowerCompany. Notwithstanding the foregoing, the Borrower Company may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 3 contracts

Sources: Second Refinancing and Incremental Amendment (Sungard Capital Corp Ii), Credit Agreement (Sungard Data Systems Inc), Credit Agreement (Sungard Data Systems Inc)

Optional. The Any Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, or (B) equal to the entire remaining amount thereof of the Commitments of any Class and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, as the case may be, exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerParent Guarantor. Notwithstanding the foregoing, the any relevant Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 3 contracts

Sources: Credit Agreement (Warner Chilcott PLC), Credit Agreement (Warner Chilcott PLC), Credit Agreement (Warner Chilcott PLC)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent (x) three Business Days prior to the date of termination or reduction for Eurocurrency Rate Loans and (unless y) on the Administrative Agent agrees to a shorter period in its discretion)date of termination or reduction for Base Rate Loans, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,0001,000,000, in excess thereof or, if less, the entire amount thereof of outstanding Commitments of such Class and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacility or occurrence of other event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)

Optional. The A Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent at least three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the a Borrower. Notwithstanding the foregoing, the a Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Liberty Global PLC), First Lien Credit Agreement (Liberty Global PLC)

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassAggregate Revolving Credit Commitments, or from time to time permanently reduce the unused Aggregate Revolving Credit Commitments of any Class, in each case without premium or penaltyTranche; provided that (i) any such notice shall be received by the Administrative Agent three one Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof oror (B) equal to the Aggregate Revolving Credit Commitments of such Tranche at such time, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, (A) the Letter of Credit Sublimit or Sublimit, the Swing Line Sublimit Sublimit, the US Dollar Revolving Credit Facility or the Multicurrency Revolving Credit Facility exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, such sublimit or facility commitments shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower Company may rescind or postpone any notice of termination of the Aggregate Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Fidelity National Information Services, Inc.), Credit Agreement (Fidelity National Information Services, Inc.)

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate all or any portion of the unused Revolving Credit Commitments of any Class, or from time to time permanently reduce under the unused Commitments of any Class, in each case without premium or penaltyRevolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 1,000,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, or (B) equal to the entire remaining amount thereof of the Revolving Credit Commitments and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, (1) the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, as the case may be, exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerBorrowers. Notwithstanding the foregoing, the Borrower Borrowers may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc)

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that that: (ia) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction reduction; (unless the Administrative Agent agrees to a shorter period in its discretion), (iib) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 5,000,000 or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and thereof; and (iiic) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line L/C Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line L/C Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (GreenSky, Inc.), Credit Agreement (GreenSky, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,000500,000, as applicable, or any whole multiple of $250,000100,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The With respect to the Revolving Credit Facility, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Apria, Inc.), Credit Agreement (Apria, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,0005,000,000, as applicable, or any whole multiple of $250,0001,000,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all any of the applicable FacilityFacilities in its entirety, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Delta Tucker Holdings, Inc.), Credit Agreement (Delta Tucker Holdings, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, or (B) equal to the entire remaining amount thereof of the Commitments of any Class and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit of any Class or the Swing Line Sublimit Sublimit, as the case may be, exceeds the amount of the Revolving Credit FacilityCommitments of the applicable Class, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the applicable Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerBorrower or as required by the preceding sentence. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (ClubCorp Holdings, Inc.), Credit Agreement (ClubCorp Club Operations, Inc.)

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 500,000 in excess thereof (or, if less, the entire remaining amount thereof of such Commitments) and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Notwithstanding the foregoing, the Borrower Company may rescind or postpone any notice of termination or reduction of the Commitments if such termination or reduction would have resulted from a refinancing of all or any portion of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Readers Digest Association Inc), Credit Agreement (Direct Holdings Libraries Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent at least three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000500,000, or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: First Amendment to Credit Agreement (Portillo's Inc.), First Amendment to Credit Agreement (Portillo's Inc.)

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that that (ia) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction reduction, (unless the Administrative Agent agrees to a shorter period in its discretion), (iib) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 5.0 million or any whole multiple of $250,000, 1.0 million in excess thereof or, if less, the entire amount thereof and and (iiic) if, after giving effect to any reduction of the Commitments, the Letter of Credit L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit the L/C Sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Commitment reduction shall not otherwise be applied to the Letter of Credit L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Cushman & Wakefield PLC), Credit Agreement (Cushman & Wakefield PLC)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate all or any portion of the unused Revolving Credit Commitments of any Class, or from time to time permanently reduce under the unused Commitments of any Class, in each case without premium or penaltyRevolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 1,000,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, or (B) equal to the entire remaining amount thereof of the Revolving Credit Commitments and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, (1) the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, as the case may be, exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc)

Optional. The Borrower may, upon written notice to the Administrative Agent, subject to Section 2.05(b)(iv), terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable FacilityClass or occurrence of other event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Omnibus Incremental Term Loan and Seventh Amendment to Credit Agreement (Global Eagle Entertainment Inc.), Credit Agreement (Global Eagle Entertainment Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassRevolving Credit Commitments, or from time to time permanently reduce the unused Commitments of any ClassRevolving Credit Commitments, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one (1) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Surgical Care Affiliates, Inc.), Amendment and Restatement Agreement (ASC Acquisition LLC)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassAggregate Revolving Credit Commitments, or from time to time permanently reduce the unused Commitments of any ClassAggregate Revolving Credit Commitments; provided, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof oror (B) equal to the Aggregate Revolving Credit Commitments, if less, the entire amount thereof at such time and (iii) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of reduction or termination of the Aggregate Revolving Credit Commitments if such reduction or termination would have resulted from a refinancing is conditioned on the consummation of all any other transaction or the occurrence of the applicable Facilityany event, which refinancing transaction or event shall not be consummated or shall not have occurred or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (Black Knight, Inc.), Credit and Guaranty Agreement (Black Knight, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one (1) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof orand, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Swing Line Sublimit or the Swing Line L/C Sublimit exceeds the amount of the Revolving Credit Facility, then in any such sublimit case the Swing Line Sublimit or the L/C Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction excess and (iv) the Revolving Credit Commitments shall not otherwise be applied reduced to an amount that is less than the Letter of Revolving Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerExposure. Notwithstanding the foregoing, the Borrower may rescind or postpone any Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the Commitments occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall condition is not be consummated or otherwise shall be delayedsatisfied.

Appears in 2 contracts

Sources: Revolving Facility Refinancing Amendment (Sabre Corp), Credit Agreement (Sabre Corp)

Optional. The Borrower may, upon written notice to the Administrative Agent, subject to Section 2.05(b)(iv), terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable FacilityClass or occurrence of other event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: First Lien Credit Agreement (Jason Industries, Inc.), First Lien Credit Agreement (Jason Industries, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassCommitments, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penaltyAggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 1,000,000 in excess thereof orthereof, if less, the entire amount thereof and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter of Credit Sublimit or Total Outstandings would exceed the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of Aggregate Commitments and (iv) any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a to be made in connection with any refinancing of all of the applicable FacilityAggregate Commitments with the proceeds of such refinancing or of any incurrence of Indebtedness, which may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided that the failure to terminate or reduce as a result of the failure of such contingency shall not be consummated or otherwise shall be delayedrelieve the Borrower from its obligations in respect thereof under Section 3.05).

Appears in 2 contracts

Sources: Revolving Credit Agreement (MSCI Inc.), Revolving Credit Agreement (MSCI Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,0001,000,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacility or any other transaction, which refinancing or other transaction shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Sterling Check Corp.), First Lien Credit Agreement (Sterling Check Corp.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent at least three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000500,000, or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: First Lien Credit Agreement (Portillo's Inc.), First Lien Credit Agreement (Portillo's Inc.)

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 2,500,000 or any whole multiple of $250,000, 500,000 in excess thereof orthereof, if less(iii) the Borrowers shall not terminate or reduce the Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the entire amount thereof Total Revolver Outstandings would exceed the aggregate Revolving Credit Commitments and (iiiiv) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerBorrowers. Notwithstanding the foregoing, the Borrower Borrowers may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Kinetic Concepts Inc), Credit Agreement (KCI Animal Health, LLC)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,0005,000,000, as applicable, or any whole multiple of $250,0001,000,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityFacilities, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Credit Agreement (Delta Tucker Holdings, Inc.), Credit Agreement (Delta Tucker Holdings, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 2 contracts

Sources: Abl Credit Agreement (Prestige Brands Holdings, Inc.), Abl Credit Agreement (Prestige Brands Holdings, Inc.)

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that that (ia) any such notice shall be received by the Administrative Agent by 2:00 p.m. New York time three (3) Business Days prior to the date of termination or reduction reduction, (unless the Administrative Agent agrees to a shorter period in its discretion), (iib) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 5.0 million or any whole multiple of $250,000, 1.0 million in excess thereof or, if less, the entire amount thereof and and (iiic) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line L/C Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit the L/C Sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line L/C Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Xponential Fitness, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable FacilityClass or occurrence of other event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Signify Health, Inc.)

Optional. The Lead Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,000, as applicable, or any whole multiple of $250,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Lead Borrower. Notwithstanding the foregoing, the Lead Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.. (b)

Appears in 1 contract

Sources: Credit Agreement (Trinseo S.A.)

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or Sublimit, the Swing Line Sublimit or the Overdraft Loan Facility Available Amount exceeds the amount of the Multicurrency Revolving Credit FacilityCommitments, such sublimit or the Overdraft Loan Facility Available Amount, as the case may be, shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Notwithstanding the foregoing, the Borrower Company may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (UGS PLM Solutions Asia/Pacific INC)

Optional. The Borrower may, ,upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from orfrom time to time permanently reduce the unused Commitments of any Class, in each case without premium withoutpremium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business threeBusiness Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter ashorter period in its discretion), (ii) any such partial reduction shall be in a minimum aggregate principal amount principalamount of $1,000,000, or any whole multiple of $250,000, in excess thereof or, if less, the entire amount thereof amountthereof and (iii) if, after giving effect to any reduction of the CommitmentsCommitments of any Class, the Letter of Credit ofCredit Sublimit or the Swing Line Sublimit exceeds the amount of the applicable Revolving Credit FacilityCreditFacility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such anysuch Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line SwingLine Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may Borrowermay rescind or postpone any notice of termination of the Commitments if such termination would have resulted haveresulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or consummatedor otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Alight, Inc. / Delaware)

Optional. The BV Borrower may, upon written notice to the Administrative Agent, terminate all or any portion of the unused Commitments of any Class, or from time to time permanently reduce under the unused Commitments of any Class, in each case without premium or penaltyRevolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 1,000,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, or (B) equal to the entire remaining amount thereof of the Revolving Credit Commitments and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, (1) the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, as the case may be, exceeds the amount of the Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess and (2) the Euro Sublimit exceeds the Euro Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Euro Sublimit unless otherwise specified by the BV Borrower. Notwithstanding the foregoing, the BV Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have resulted from a refinancing of all or a portion of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Sensata Technologies Holding N.V.)

Optional. The Parent Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityFacilityFacilities, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Parent Borrower. Notwithstanding the foregoing, the Parent Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Change Healthcare Holdings, Inc.)

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that that (ia) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction reduction, (unless the Administrative Agent agrees to a shorter period in its discretion), (iib) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 5.0 million or any whole multiple of $250,000, 1.0 million in excess thereof or, if less, the entire amount thereof and and (iiic) if, after giving effect to any reduction of the Commitments, the Letter of Credit L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Commitment reduction shall not otherwise be applied to the Letter of Credit L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Life Time Group Holdings, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of the lesser of $1,000,0002,000,000 and the unused Commitments of such Class, as applicable, or any whole multiple of $250,0001,000,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (ResCare Finance, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments (with “unused” for this Section 2.06 meaning, for any portion of any Commitment, that no Loans or participations in Letters of Credit or Swing Line Loans exist in respect of such portion of such Commitment) of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Series C Revolving Credit FacilityFacilities, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Vivint Smart Home, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,0005,000,0001,000,000, or any whole multiple of $250,0001,000,000250,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Gates Industrial Corp PLC)

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, Commitments (x) the Letter of Credit Sublimit exceeds the aggregate amount of the Revolving Credit Commitments or (y) the Swing Line Sublimit exceeds the amount of the Tranche A Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Notwithstanding the foregoing, the Borrower Company may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (LEM America, Inc)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable FacilityClass or occurrence of other event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Restatement Agreement (Blucora, Inc.)

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000 (or the U.S. Dollar Equivalent thereof in the case of any Commitments denominated in an Alternative Currency), or any whole multiple of $250,000, 1,000,000 (or the U.S. Dollar Equivalent thereof in the case of any Commitments denominated in an Alternative Currency) in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerBorrowers. Notwithstanding the foregoing, the Borrower Borrowers may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable FacilityClass or occurrence of other event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (WisdomTree Investments, Inc.)

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerBorrowers. It being understood and agreed that the Borrowers may allocate any termination or reduction of Commitments among Classes of Commitments at its direction. Notwithstanding the foregoing, the Borrower Borrowers may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Abl Credit Agreement (Collier Creek Holdings)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 5,000,000 or any whole multiple of $250,000, 500,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable FacilityClass or occurrence of any other event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (OTG EXP, Inc.)

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit unless otherwise specified by the applicable Borrower. Notwithstanding the foregoing, the applicable Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable FacilityClass or occurrence of other event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Blucora, Inc.)

Optional. The Any Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, or (B) equal to the entire remaining amount thereof of the Commitments of any Class and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, as the case may be, exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BR Borrower. Notwithstanding the foregoing, the any relevant Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Warner Chilcott CORP)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimitof any L/C Issuer exceeds the amount of the Revolving Credit FacilityFacilityCommitments of such L/C Issuer, such sublimit shall be automatically reduced by the amount of such excess, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (West Corp)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,0001,000,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess and (iv) if, after giving effect to any reduction of the Commitments, the Swing Line Loan Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or of the Swing Line Sublimit Loan Sublimit, as applicable, unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Abl Credit Agreement (iHeartMedia, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,0001,000,000, in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess and (iv) if, after giving effect to any reduction of the Commitments, the Swing Line Loan Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or of the Swing Line Sublimit Loan Sublimit, as applicable, unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Abl Credit Agreement (iHeartMedia, Inc.)

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassRevolving Credit Commitments, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penaltyRevolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, CA$500,000 or any whole multiple of $250,000, CA$100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerBorrowers. Notwithstanding the foregoing, the Borrower Borrowers may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Dollarama CORP)

Optional. The Parent Borrower (on its behalf or on behalf of the Co-Borrower) may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one (1) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Parent Borrower. Notwithstanding the foregoing, the Parent Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Axcan Intermediate Holdings Inc.)

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent at least 11:00 a.m. three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, or any whole multiple of $250,000, 500,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit LC Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityCommitments, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit LC Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerBorrowers. Notwithstanding the foregoing, the Administrative Borrower may rescind or postpone any notice of termination of any Commitments prior to the Commitments effectiveness of such termination if such termination would have resulted from a refinancing of all or a portion of the applicable FacilityFacility or other conditional event, which refinancing or other conditional event shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: First Lien Credit Agreement (Option Care Health, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassCommitments, or from time to time permanently reduce the unused Term Loan Commitments or New Loan Commitments (but the amount of any Class, such Commitment reduction shall not (except as set forth in each case without premium or penaltyclause (iii) below) be applied to the Swing Line Sublimit unless otherwise specified by the Borrower); provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), and (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 500,000 in excess thereof or, if less, the entire amount thereof and (iii) if, if after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount sum of the Revolving Credit unused Commitments under the Term Loan Facility and New Loan Facility, such sublimit Swing Line Sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Wynn Resorts LTD)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused unusedUnused Commitments of any Class, or from time to time permanently reduce the unused unusedUnused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Abl Credit Agreement (Prestige Consumer Healthcare Inc.)

Optional. The BV Borrower may, upon written notice to the Administrative Agent, terminate all or any portion of the unused Commitments of any Class, or from time to time permanently reduce under the unused Commitments of any Class, in each case without premium or penaltyRevolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 1,000,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, or (B) equal to the entire remaining amount thereof of the Revolving Credit Commitments and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, (1) the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, as the case may be, exceeds the amount of the Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess and (2) the Euro Sublimit exceeds the Euro Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Euro Sublimit unless otherwise specified by the BV Borrower. Notwithstanding the foregoing, the BV Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Sensata Technologies Holland, B.V.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one (1) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion), and (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof thereof, and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or (x) the Swing Line Sublimit exceeds the amount Revolving Credit Commitment or (y) the Letter of Credit Sublimit exceeds the Revolving Credit FacilityCommitments, then in any such sublimit case the Swing Line Sublimit or the Letter of Credit Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable Facilityany Facility or Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (SoulCycle Inc.)

Optional. The Parent Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,0005,000,000, or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Parent Borrower. Notwithstanding the foregoing, the Parent Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (TC3 Health, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent at least three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerBorrower or as otherwise provided in the immediately preceding sentence. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing in total of all of the applicable a Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Bloomin' Brands, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days Days’ prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount (A) of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, or (B) equal to the entire remaining amount thereof of the Commitments of any Class and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, as the case may be, exceeds the amount of the Revolving Credit FacilityCommitments (after giving effect to any reallocations pursuant to Sections 2.14, 2.15 or 2.16), such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerBorrower or as required by the preceding sentence. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from the issuance of New Term Loans and/or New Revolving Credit Commitments or a refinancing of all of the applicable FacilityFacilities, which issuance or refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Fogo De Chao, Inc.)

Optional. (i) The Borrower may, upon irrevocable written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (iA) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction reduction, and (unless the Administrative Agent agrees to a shorter period in its discretion), (iiB) any such partial reduction shall be in a minimum aggregate principal amount of $1,000,000, as applicable, or any whole multiple of $250,000100,000, in excess thereof or, if less, the entire amount thereof and thereof. (iiiii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may (A) rescind or postpone any notice of termination of the Commitments no later than two (2) Business Days prior to the date of termination set forth in such notice, if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.; and (B) prior to the Term Conversion Date, the Company may only terminate or reduce the Commitments of any Class pursuant to this Section 2.05(a) if a Responsible Officer has certified to the Administrative agent that (1) the funds under the cancelled Commitment are not necessary to achieve the Term Conversion Date by the Date Certain and (2) no Default or Event of Default would occur as a result of such termination or reduction. (b) Mandatory. 23 KE 73718588.20 US-DOCS\142539518.2141222994.8

Appears in 1 contract

Sources: Credit Agreement (Summit Midstream Partners, LP)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Dollar Revolving Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Dollar Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Dollar Revolving Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (S.D. Shepherd Systems, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one (1) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 5,000,000 or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Dollar Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Dollar Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (BioArray Solutions LTD)

Optional. The Borrower Borrowers may, upon written notice by the Parent Borrower to the Administrative Agent, terminate the unused Commitments of any ClassSeries, or from time to time permanently reduce the unused Commitments of any ClassSeries, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one (1) Business Days Day prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof orand in respect of the Dutch Subfacility, if less, the entire amount Euro equivalents thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit either L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facilityapplicable Subfacility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Credit Commitment reduction shall not otherwise be applied to the Letter of Credit either L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the Parent Borrower. Notwithstanding the foregoing, the Borrower Borrowers may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Revolving Credit Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (LVB Acquisition, Inc.)

Optional. The Borrower may, upon written notice to the Revolving Administrative Agent, terminate the unused Commitments of any ClassRevolving Credit Commitments, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penaltyRevolving Credit Commitments; provided that (i) any such notice shall be received by the Revolving Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless or such shorter period as may be agreed by the Revolving Administrative Agent agrees to a shorter period in its sole discretion), (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 500,000 or any whole multiple of $250,000, 100,000 in excess thereof orthereof, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Subject to clause (iii) above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Travelport LTD)

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that that (ia) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless or such later date as may be agreed by the Administrative Agent agrees to a shorter period in its discretionAgent), , (iib) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 2,000,000 or any whole multiple of $250,000, 1,000,000 in excess thereof or, if less, the entire amount thereof and thereof, and (iiic) if, after giving effect to any reduction of the Commitments, the Letter of Credit L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit the L/C Sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Revolving Commitment reduction shall not otherwise be applied to the Letter of Credit L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (LifeStance Health Group, Inc.)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case Class without premium penalty or penaltypremium; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. (New York City time) on the date that is three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000, 1,000,000 or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable FacilityFacilities, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Credit Agreement (Phibro Animal Health Corp)

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (unless the Administrative Agent agrees to a shorter period in its discretion)reduction, (ii) any such partial reduction shall be in a minimum an aggregate principal amount of $1,000,000500,000, or any whole multiple of $250,000, 100,000 in excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Except as provided above, the amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancing of all or any portion of the applicable FacilityClass or occurrence of other event, which refinancing or other event shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Sources: Restatement Agreement (Playa Hotels & Resorts N.V.)