Common use of Voluntary Prepayments Commitment Reductions Clause in Contracts

Voluntary Prepayments Commitment Reductions. (i) Any time after the Closing Date, the Borrower may prepay any such Loans on any Business Day in whole or in part (together with any Breakage Amounts) in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; provided, that: (A) no request for prepayment shall be effective if it shall request a prepayment in an amount that would cause the Aggregate Loan Amount to be an amount less than the sum of the Revolving A Minimum Funding Amount plus the Revolving B Minimum Funding Amount. (B) all such prepayments shall be made, upon not less than three Business Days’ (given by 3:00 pm New York time) prior written or telephonic notice given to Administrative Agent, by 10:00 a.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice by facsimile or telephone to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; (C) any such voluntary prepayment hereunder shall be applied to the Loans and Lenders in Applicable Class Order; and (D) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the immediately following Settlement Date (to the extent such prepayment date is not a Settlement Date). (ii) The Borrower may, upon not less than thirty days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender) terminate in whole or permanently reduce in part the Facility Limit in an amount up to the amount by which the Facility Limit exceeds the Aggregate Loan Amount plus the Adjusted Revolving A LC Participation Amount at the time of such proposed termination or reduction; provided, that (x) any such partial reduction of the Facility Limit shall be in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of that amount and (y) no such reduction shall reduce the Facility Limit below $100,000,000. The Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Facility Limit shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving A Commitment and Revolving B Commitment proportionately and reduce the Commitment of each Lender proportionately to its Percentage thereof. In connection with any such reduction in whole or in part of the Facility Limit, the Borrower shall pay the Early Commitment Termination Premium in accordance with the Fee Letter.

Voluntary Prepayments Commitment Reductions. (i) Any time after the Closing Date, the Borrower may prepay any such Loans on any Business Day in whole or in part (together with any Breakage Amounts) in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount); provided, that: (A) no request for prepayment shall be effective if it shall request a prepayment in an amount that would cause the Aggregate Loan Amount to be an amount less than the sum of the Revolving A Minimum Funding Amount plus the Revolving B Minimum Funding Amount. (B) all such prepayments shall be made, made either on a Monthly Settlement Date or upon not less than three two (2) Business Days’ (given by 3:00 pm New York time) prior written or telephonic notice given to Administrative Agent, by 10:00 a.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice by facsimile or telephone to each Lender. Each partial prepayment shall be in amount equal to $1,000,000 or integral multiples of $250,000 in excess thereof (unless otherwise agreed to in writing by the Administrative Agent). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; (CB) any such voluntary prepayment hereunder shall be applied to the Loans and Lenders in Applicable Class Order; andratably based on the Aggregate Loan Amount (irrespective of class); (DC) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the immediately following Settlement Date date of such prepayment; and (to the extent D) if any such prepayment date is not made (x) from the proceeds of a Settlement Date)voluntary repurchase permitted with the written consent of the Administrative Agent in accordance with the Initial Purchase and Sale Agreement by any Originator of any Pool Receivables on or prior to March 23, 2022 or (y) from the proceeds of a new accounts receivable financing either entered into by the Borrower or entered into by an Affiliate of the Borrower and requiring the purchase of Pool Receivables from the Borrower after March 23, 2022 but on or prior to September 25, 2023, then the Borrower shall pay the Early Prepayment Premium on the amount of such prepayment. (ii) The Borrower may, at any time from time to time upon not less than thirty days’ at least two (2) Business Day’s prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender) terminate in whole or permanently reduce in part the Facility Limit in an amount up unused Commitments and/or request the termination of its ability to the amount by which the Facility Limit exceeds the Aggregate Loan Amount plus the Adjusted Revolving A LC Participation Amount at the time of such proposed termination or reduction; provided, that (x) any such request Discretionary Loans. Each partial reduction of the Facility Limit shall be in an a minimum aggregate minimum amount of $10,000,000 and 5,000,000 or integral multiples of $5,000,000 1,000,000 in excess of that amount and (y) no such reduction shall reduce the Facility Limit below $100,000,000thereof. The Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Facility Limit unused Commitments or specified termination of the ability to request Discretionary Loans shall be irrevocable (unless conditions to such termination or reduction, including the occurrence of a financing or other identifiable event of condition, are specified in such notice, and the failure to satisfy such conditions is notified in writing by the Borrower to the Administrative Agent on or prior to the date specified in such notice) and shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving A Commitment and Revolving B Commitment proportionately and reduce the unused Commitment of each Lender proportionately to its Percentage thereofthereof (irrespective of class). In connection with any such reduction in whole or in part of the Facility Limitunused Commitments (but not a cancellation of the ability to request Discretionary Loans or the automatic partial reduction of Commitments to occur on November 1, 2020) effective on or prior to March 23, 2022, the Borrower shall pay the Early Commitment Termination Prepayment Premium in accordance with the Fee LetterLetter (without double counting for any amounts paid pursuant to clause (i)(D) above).

Voluntary Prepayments Commitment Reductions. (ia) Any time after the Closing Date, the The Borrower may at any time upon at least two (2) Business Days’ (or such shorter period as is acceptable to Agent) prior written notice to Agent prepay any such or repay the Revolving Loans on any Business Day in whole or in part in increments of at least $100,000 (together or the remaining balance, if less, and other than Swing Loans, for which prior written notice is not required and for which no minimum prepayment or repayment amount shall apply). Subject to Section 1.10(c), amounts transferred pursuant to the Control Agreements shall be applied to the repayment of outstanding Revolving Loans without the necessity of notice and without regard to minimum increments, or if no Revolving Loans are outstanding, shall be transferred per the Borrower’s written instructions. The proceeds of all such prepayments and repayments shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, and shall be without penalty or premium, except as provided in Sections 1.9 and 10.4. (b) The Borrower may at any Breakage Amountstime upon at least two (2) Business Days’ (or such shorter period as is acceptable to Agent) prior written notice to Agent permanently reduce (or terminate) the Aggregate Revolving Loan Commitment in an aggregate minimum amount increments of at least $1,000,000 and integral multiples of $500,000 in excess of that 5,000,000 (or the remaining amount, if less); provided, that: (A) no request for prepayment shall be effective if it shall request a prepayment in an amount that would cause the Aggregate Revolving Loan Amount Commitment shall not be reduced to be an amount less than the sum of the aggregate outstanding principal balance of Revolving Loans and Swing Loans plus Letter of Credit Obligations outstanding, and if the Aggregate Revolving Loan Commitment is not terminated, it may be reduced to no less than $25,000,000. All reductions of the Aggregate Revolving Loan Commitment shall be allocated pro rata among all Lenders with a Revolving Loan Commitment. A Minimum Funding Amount plus permanent reduction of the Revolving B Minimum Funding AmountLoan Commitment shall require a corresponding pro rata reduction in the L/C Sublimit, and shall be without penalty or premium, except as provided in Sections 1.9 and 10.4. (Bc) all such prepayments Each notice of any prepayment, repayment or reduction shall not thereafter be made, upon not less than three Business Days’ (given revocable by 3:00 pm New York time) prior written or telephonic notice given to Administrative Agent, by 10:00 a.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (Borrower and Administrative Agent will promptly transmit such telephonic or original notice by facsimile or telephone to notify each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due Lender thereof and payable on the prepayment date specified therein; (C) any such voluntary prepayment hereunder shall be applied to the Loans and Lenders in Applicable Class Order; and (D) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the immediately following Settlement Date (to the extent such prepayment date is not a Settlement Date). (ii) The Borrower may, upon not less than thirty days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender) terminate in whole or permanently reduce in part the Facility Limit in an amount up to the amount by which the Facility Limit exceeds the Aggregate Loan Amount plus the Adjusted Revolving A LC Participation Amount at the time ’s Commitment Percentage of such proposed termination prepayment, repayment or reduction; provided, however, that (x) any such partial reduction notice may be contingent on the occurrence of a refinancing or the Facility Limit consummation of a sale or other disposition of assets and may be revoked or the termination date deferred if the refinancing or sale or other disposition of assets does not occur, which revocation shall be subject to reimbursement for funding losses as set forth in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of that amount and (y) no such reduction shall reduce the Facility Limit below $100,000,000. The Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Facility Limit shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving A Commitment and Revolving B Commitment proportionately and reduce the Commitment of each Lender proportionately to its Percentage thereof. In connection with any such reduction in whole or in part of the Facility Limit, the Borrower shall pay the Early Commitment Termination Premium in accordance with the Fee LetterSection 10.4.

Voluntary Prepayments Commitment Reductions. (i) Any time after the Closing Date, the Borrower may prepay any such Loans on any Business Day in whole or in part (together with any Breakage Amounts) in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount); provided, that: (A) no request for prepayment shall be effective if it shall request a prepayment in an amount that would cause the Aggregate Loan Amount to be an amount less than the sum of the Revolving A Minimum Funding Amount plus the Revolving B Minimum Funding Amount. (B) all such prepayments shall be made, made either on a Monthly Settlement Date or upon not less than three two (2) Business Days’ (given by 3:00 pm New York time) prior written or telephonic notice given to Administrative Agent, by 10:00 a.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice by facsimile or telephone to each Lender. Each partial prepayment shall be in amount equal to $1,000,000 or integral multiples of $250,000 in excess thereof (unless otherwise agreed to in writing by the Administrative Agent). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; (CB) any such voluntary prepayment hereunder shall be applied to the Loans and Lenders in Applicable Class Order; andratably; (DC) any accrued Interest and Fees and any associated Breakage Amount in respect of such prepaid Loans shall be paid on the immediately following Settlement Date date of such prepayment; and (to the extent D) if any such prepayment date is not made (x) from the proceeds of a Settlement Date)voluntary repurchase permitted with the written consent of the Administrative Agent in accordance with the Initial Purchase and Sale Agreement by any Originator of any Pool Receivables on or prior to March 23, 2022 or (y) from the proceeds of a new accounts receivable financing either entered into by the Borrower or entered into by an Affiliate of the Borrower and requiring the purchase of Pool Receivables from the Borrower after March 23, 2022 but on or prior to September 23, 2023, then the Borrower shall pay the Early Prepayment Premium on the amount of such prepayment. (ii) The Borrower may, at any time from time to time upon not less than thirty days’ at least two (2) Business Day’s prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by facsimile or telephone to each applicable Lender) terminate in whole or permanently reduce in part the Facility Limit in an amount up unused Commitments and/or request the termination of its ability to the amount by which the Facility Limit exceeds the Aggregate Loan Amount plus the Adjusted Revolving A LC Participation Amount at the time of such proposed termination or reduction; provided, that (x) any such request Discretionary Loans. Each partial reduction of the Facility Limit shall be in an a minimum aggregate minimum amount of $10,000,000 and 5,000,000 or integral multiples of $5,000,000 1,000,000 in excess of that amount and (y) no such reduction shall reduce the Facility Limit below $100,000,000thereof. The Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Facility Limit unused Commitments or specified termination of the ability to request Discretionary Loans shall be irrevocable (unless conditions to such termination or reduction, including the occurrence of a financing or other identifiable event of condition, are specified in such notice, and the failure to satisfy such conditions is notified in writing by the Borrower to the Administrative Agent on or prior to the date specified in such notice) and shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving A Commitment and Revolving B Commitment proportionately and reduce the unused Commitment of each Lender proportionately to its Percentage thereof. In connection with any such reduction in whole or in part of the Facility Limitunused Commitments (but not a cancellation of the ability to request Discretionary Loans or the automatic partial reduction of Commitments to occur on November 1, 2020) effective on or prior to March 23, 2022, the Borrower shall pay the Early Commitment Termination Prepayment Premium in accordance with the Fee LetterLetter (without double counting for any amounts paid pursuant to clause (i)(D) above).