Common use of Early Termination by Borrower Clause in Contracts

Early Termination by Borrower. Borrower has the option, at any time upon five (5) Business Days prior written notice to Agent, to (A) permanently reduce the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (B) terminate this Agreement in its entirety by paying to Agent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full; provided, however, upon reduction or termination pursuant to this Section 3.5, the Borrower shall pay to the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum of the amount of the Revolver Commitment so reduced or terminated plus the principal amount of Equipment Loans then outstanding and so prepaid times (x) 1.00% if such termination or reduction occurs on or prior to February 20, 2010, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, and (z) nothing, if the reduction of termination occurs after February 20, 2011. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full, on the date set forth as the date of termination of this Agreement in such notice.

Early Termination by Borrower. Borrower has the option, at any time ----------------------------- upon five (5) Business Days 90 days prior written notice to Agent, to (A) permanently reduce the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (B) terminate this Agreement in its entirety by paying to AgentAgent (a) for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full; provided, however, upon reduction or termination pursuant to this Section 3.5, the Borrower shall pay to the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum of the amount of the Revolver Commitment so reduced or terminated plus the principal amount of Equipment Loans then outstanding and so prepaid times (x) 1.00% if such termination or reduction occurs on or prior to February 20, 2010, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, and (z) nothing, if the reduction of termination occurs after February 20, 2011. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment the Lender Group in an amount equal to 105% of the then extant Letter maximum amount of Credit Usagethe Lender Group's obligations under outstanding Letters of Credit, or (ii) causing the original Letters of Credit to be returned to the Issuing LenderAgent), in full, and (b) providing cash collateral (for the benefit of those Lenders that had a Revolving Credit Commitment immediately prior to such termination the Applicable Prepayment Premium. If the obligations of the Lender Group to extend credit hereunder are terminated as a result of the occurrence of an Event of Default, then, in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of the Lender Group's lost profits as a result thereof, Borrower shall pay to the Agent for the ratable benefit of those Lenders that had a Revolving Credit Commitment immediately prior to such termination, upon the effective date of such termination, an early termination premium in an amount determined by Agent with respect equal to the Obligations specified in clause (b) Applicable Prepayment Premium. The Applicable Prepayment Premium shall be presumed to be the amount of damages sustained by the Lender Group as a result of the definition early termination hereof and each Obligor agrees that it is a reasonable estimation thereof under the circumstances existing as of Obligations), the Closing Date. The Applicable Prepayment Premium provided for in full, on this Section 3.6 ----------- shall be deemed included in the date set forth as Obligations in the date event of a termination of covered by this Agreement in such notice.Section 3.6. -----------

Early Termination by Borrower. The provisions of Section 3.3 that allow termination of this Agreement by Borrower only on the Renewal Date and certain anniversaries thereof notwithstanding, Borrower has the option, at any time upon five ninety (590) Business Days days prior written notice to AgentFoothill, to (A) permanently reduce the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (B) terminate this Agreement in its entirety by paying to AgentFoothill, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full; provided, however, upon reduction or termination pursuant to this Section 3.5, the Borrower shall pay to the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum full amount of the L/Cs or L/C Guarantees), together with a premium (the "Early Termination Premium") equal to the greater of: (a) the total interest and L/C and L/C Guaranty fees for the immediately preceding six (6) months or (b) Six Hundred Thousand Dollars ($600,000) if termination occurs within the first twenty four months (24) after the date of this Agreement or Four Hundred Thousand Dollars ($400,000) if termination occurs during the twenty fifth (25th) through the forty-eighth months (48th) after the date of this Agreement or Two Hundred Thousand Dollars ($200,000) if termination occurs during the forty-ninth (49th) through the sixtieth months (60th) after the date of this Agreement. Notwithstanding anything contained in this Section to the contrary, in the event that Foothill declares an Event of Default as a result of a violation of Section 8.2 predicated upon a violation or non-compliance with Section 7.9 and the violation or non-compliance with Section 7.9 is a result of a Change of Control not involving any officer or director of Borrower or any Affiliate of any officer or director of Borrower, Borrower shall have a period of forty-five (45) days from the date of written notice from Foothill of declaration of such Event of Default to repay all Obligations with the application of an Early Termination Premium but at the rate of fifty percent (50%) of the amount of the Revolver Commitment so reduced or terminated plus the principal amount such Early Termination Premium which otherwise would be due as of Equipment Loans then outstanding and so prepaid times (x) 1.00% if such termination or reduction occurs on or prior to February 20, 2010, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, and (z) nothing, if the reduction of termination occurs after February 20, 2011. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full, on the date set forth as the date of termination the notice of such Event of Default. Notwithstanding anything contained in this Agreement Section to the contrary, Borrower shall during the six (6) months following the Closing Date retain William Welnhofer of Starxxxx & Xxxxxxxxxs for xxxx xeriod of time as is necessary to supervise and to undertake the performance of the responsibility of obtaining written amendments to each of the contracts giving rise to a potential Eligible Medi-Claim Account for both the sponsor agreements and for the pharmacy agreements and shall cause William Welnhofer on a montxxx xxxxx xx xxxxrt to Foothill as to the progress being made. If after the sixth (6th) month following the Closing Date Foothill shall not be satisfied with the efforts of Borrower or Borrower through the efforts of William Welnhofer shall nox xxxx xxxxxxxx xxe amendments to all such contracts, during the seventh, eight and ninth months after the Closing Date, Borrower may after payment to Foothill of all installments of the Closing Fee set forth in such noticeSection 2.8 (a) prepay on or before the last day of the ninth month after the Closing Date the Obligations without premium or penalty.

Early Termination by Borrower. Borrower has the option, at any time prior to the Maturity Date and upon five (5) Business Days 60 days prior written notice to AgentFoothill, to (A) permanently reduce the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (B) terminate this Agreement in its entirety by paying to AgentFoothill, in full, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full; provided, however, upon reduction or termination pursuant to this Section 3.5, the Borrower shall pay to the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum of the amount of the Revolver Commitment so reduced or terminated plus the principal amount of Equipment Loans then outstanding and so prepaid times (x) 1.00% if such termination or reduction occurs on or prior to February 20, 2010, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, and (z) nothing, if the reduction of termination occurs after February 20, 2011. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment Foothill in an amount equal to 105102% of the then extant Letter undrawn amount of the Letters of Credit Usageplus the Foreign Currency Reserve (which cash collateral shall be held by Foothill so long as any one of the Letters of Credit are outstanding, or and shall be returned to Borrower in direct proportion to the amount equal to 102% of the undrawn amounts of such Letters of Credit as each of such Letters of Credit are no longer outstanding, solely to the extent that (A) all of Foothill's obligations under this Agreement and the other Loan Documents have been terminated, and (B) such cash collateral remains after the indefeasible payment in full, in cash of all Obligations, including, without limitation, all Obligations with respect to Letters of Credit), (ii) causing the original Letters of Credit to be returned to the Issuing LenderFoothill, and or (biii) providing cash collateral (to Foothill an irrevocable letter of credit, in form and substance acceptable to Foothill in its discretion, from another financial institution satisfactory to Foothill in its discretion, in an amount determined by Agent with respect equal to 102% of the undrawn amount of the Letters of Credit plus the Foreign Currency Reserve, which amount shall be reduced to the Obligations specified in clause (b) extent that the Letters of the definition of ObligationsCredit are no longer outstanding), in fulltogether with a premium (the "Early Termination Premium") equal to $1,000,000; provided, on the date set forth as the date of termination of however, that no such Early Termination Premium shall be due if Borrower terminates this Agreement pursuant to this Section 3.6 on or after January 8, 2003. The Early Termination Premium provided for in such noticethis section shall be deemed included in the Obligations.