Common use of Termination and Reduction of the Commitments Clause in Contracts

Termination and Reduction of the Commitments. (a) The Commitment of each Lender shall be automatically reduced to zero on the earliest to occur of (i) the Commitment Termination Date and (ii) the funding of such Lender’s Loans. All accrued fees shall be due and payable on the date the Commitments are reduced to zero. (b) The Borrower shall have the right, prior to the Closing Date upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the respective Commitments of the Lenders; provided that each partial reduction shall be in an aggregate amount of at least $2,500,000 or an integral multiple of $1,000,000 in excess thereof. Once reduced or terminated, the Commitments may not be reinstated. (c) Upon the occurrence of any Prepayment Event prior to the Closing Date, the Borrower shall, within three Business Days, deposit 100% of the Net Cash Proceeds of such Prepayment Event into the Escrow Account, whereupon the Commitments shall automatically be reduced in an aggregate amount equal to 100% of the Net Cash Proceeds of such Prepayment Event. Each Lender’s Commitment shall be reduced pro rata by the amount of such reduction. If such reductions results in the Commitments being reduced to zero, all accrued fees shall be payable upon such reduction. Promptly (and in any event within three Business Days) following the occurrence of a Prepayment Event prior to the Closing Date, the Borrower shall deliver notice in writing to the Administrative Agent describing the Prepayment Event and containing a reasonably detailed calculation of the Net Cash Proceeds of such Prepayment Event. In the event that the Closing Date occurs after the occurrence of such Prepayment Event but prior to the deposit of the Net Cash Proceeds thereof in the Escrow Account, such Net Cash Proceeds shall be required to be applied to prepay the Loans in accordance with Section 2.09(c) on the last day of the three Business Day period referred to in this clause (c). For the avoidance of doubt, any amount required to be credited to the Escrow Account denominated in a currency other than US dollars may be converted into US dollars by or on behalf of the Borrower and this Section 2.04(c) shall apply in respect of such converted amount.

Termination and Reduction of the Commitments. (a) The Commitment of each Lender Unless previously terminated, the Commitments shall be automatically reduced to zero terminate on the earliest to occur of (i) the Commitment Termination Date and (ii) the funding of such Lender’s Loans. All accrued fees shall be due and payable on the date the Commitments are reduced to zeroMaturity Date. (b) The Borrower shall have may at any time terminate, or from time to time reduce, without premium or penalty, the right, prior to the Closing Date upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the respective Commitments of the LendersAggregate Commitments; provided that (i) each partial reduction of the total Aggregate Commitments shall be in an aggregate amount of at least $2,500,000 or that is an integral multiple of $1,000,000 in excess thereof. Once reduced or terminated, the Commitments may and not less than $1,000,000 and shall be reinstated. (c) Upon the occurrence of any Prepayment Event prior applied ratably to the Closing Date, the Borrower shall, within three Business Days, deposit 100% of the Net Cash Proceeds of such Prepayment Event into the Escrow Account, whereupon the Commitments shall automatically be reduced in an aggregate amount equal to 100% of the Net Cash Proceeds of such Prepayment Event. Each each Lender’s Commitment shall be reduced pro rata by the amount of such reduction. If such reductions results in the Commitments being reduced to zero, all accrued fees shall be payable upon such reduction. Promptly and (and in any event within three Business Daysii) following the occurrence of a Prepayment Event prior to the Closing Date, the Borrower shall deliver notice in writing not terminate or reduce the Aggregate Commitments if, after giving effect to the Administrative Agent describing the Prepayment Event and containing a reasonably detailed calculation any concurrent prepayment of the Net Cash Proceeds of such Prepayment Event. In the event that the Closing Date occurs after the occurrence of such Prepayment Event but prior to the deposit of the Net Cash Proceeds thereof in the Escrow Account, such Net Cash Proceeds shall be required to be applied to prepay the Loans in accordance with Section 2.09(c2.11 and Section 2.12, the Aggregate New Money Credit Exposure would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under Section 2.02(b) at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned on the last day occurrence of the three Business Day period referred to effectiveness of a Disposition or other credit facilities, in this clause which case such notice may be revoked by the Borrower (c). For the avoidance of doubt, any amount required to be credited by notice to the Escrow Account denominated in a currency other than US dollars may be converted into US dollars by Administrative Agent on or on behalf prior to the specified effective date) if such condition is not satisfied. Any termination of the Borrower and this Section 2.04(c) Aggregate Commitments shall apply be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in respect of such converted amountaccordance with their respective Commitments.

Termination and Reduction of the Commitments. (a) The Commitment of each Lender Unless previously terminated, the Commitments shall be automatically reduced to zero terminate on the earliest to occur of (i) the Commitment Termination Date and (ii) the funding of such Lender’s Loans. All accrued fees shall be due and payable on the date the Commitments are reduced to zeroMaturity Date. (b) The Borrower shall have the rightmay, prior at any time and from time to the Closing Date time, upon at least not less than three Business Days’ ' prior notice to the Administrative Agent, to terminate in whole the Aggregate Commitments or permanently reduce ratably in part the respective Aggregate Commitments of the Lenders; provided that each partial reduction shall be in by an aggregate amount of at least $2,500,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Once reduced ; provided, however, that no such termination or terminatedreduction shall be permitted if, after giving effect thereto and to any prepayment of Loans made on the effective date thereof, the then outstanding principal amount of Committed Loans and Bid Loans would exceed the Aggregate Commitments then in effect and, provided, further, that once reduced in accordance with this Section 2.06, the Aggregate Commitments may not be reinstatedincreased. Any reduction of the Aggregate Commitments shall be applied to each Lender's Commitment in accordance with such Lender's Percentage Share. (c) Upon The Aggregate Commitments shall be reduced by (i) the occurrence Net Proceeds of any Prepayment Event prior to the Closing DateReceivables Facility, (ii) a pro rata portion (based on the Borrower shall, within three Business Days, deposit 100% aggregate commitments and outstanding loans under the Senior Note Bridge Facility and the Aggregate Commitments and Loans hereunder) of the Net Cash Proceeds of such Prepayment Event into the Escrow Accountsale by the Borrower of any debt or equity securities, whereupon other than the Commitments shall automatically be reduced in an aggregate amount equal to 100% of Senior Notes, upon the Net Cash Proceeds of such Prepayment Event. Each Lender’s Commitment shall be reduced receipt thereof by the Borrower and (iii) a pro rata by portion (based on the aggregate commitments and outstanding loans under the Senior Note Bridge Facility and the Aggregate Commitments and Loans hereunder) of the amount of such reduction. If such reductions results any increase in the Commitments being reduced commitments available to zerothe Borrower (which available commitments as of the date of this Agreement are $1,000,000,000) as a result of any modification, all accrued fees shall be payable upon such reduction. Promptly (supplement or replacement of the Existing Credit Agreement, and if in any event within three Business Days) following such case such reduction would result in the occurrence aggregate outstanding amount of a Prepayment Event prior to Loans exceeding the Closing DateAggregate Commitments, the Borrower shall deliver notice immediately prepay Committed Loans in writing an amount sufficient to eliminate such excess (and in the event an excess remains after the prepayment of all Committed Loans, the Borrower will place in a cash collateral account maintained with the Administrative Agent describing for the Prepayment Event and containing a reasonably detailed calculation benefit of the Net Cash Proceeds of such Prepayment Event. In the event that the Closing Date occurs after the occurrence of such Prepayment Event but prior Lenders cash in an amount equal to the deposit remaining excess for application to outstanding Bid Loans as they mature until such excess is eliminated). Any such reduction of the Net Cash Proceeds thereof in the Escrow Account, such Net Cash Proceeds Aggregate Commitments and prepayment of Committed Loans shall be required to be applied to prepay as among the Loans Lenders ratably in accordance with Section 2.09(c) each Lender's Percentage Share. Any such application of cash from a cash collateral account to repay Bid Loans maturing on the last day of same date shall be applied as among the three Business Day period referred to in this clause (c). For Lenders holding such Bid Loans on a pro rata basis based upon the avoidance of doubt, any amount required to be credited to the Escrow Account denominated in a currency other than US dollars may be converted into US dollars by or on behalf of the Borrower and this Section 2.04(c) shall apply in respect respective amounts of such converted amountmaturing Bid Loans.

Termination and Reduction of the Commitments. (a) The Commitment of each Lender Unless previously terminated, the Commitments shall be automatically reduced to zero terminate on the earliest to occur of (i) the Commitment Termination Date and (ii) the funding of such Lender’s Loans. All accrued fees shall be due and payable on the date the Commitments are reduced to zeroDate. (b) The Borrower shall have the rightmay, prior at any time and from time to the Closing Date time, upon at least not less than three Business Days’ ' prior notice to the Administrative Agent, to terminate in whole the Aggregate Commitments or permanently reduce ratably in part the respective Aggregate Commitments of the Lenders; provided that each partial reduction shall be in by an aggregate amount of at least $2,500,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Once reduced ; provided, however, that no such termination or terminatedreduction shall be permitted if, after giving effect thereto and to any prepayment of Loans made on the effective date thereof, the then outstanding principal amount of Committed Loans and Bid Loans would exceed the Aggregate Commitments then in effect and, provided, further, that once reduced in accordance with this Section 2.06, the Aggregate Commitments may not be reinstatedincreased. Any reduction of the Aggregate Commitments shall be applied to each Bank's Commitment in accordance with such Bank's Percentage Share. (c) Upon In the occurrence event that (i) Senior Notes are issued, or any offering of any Prepayment Event prior Indebtedness or equity of the Borrower is completed in lieu of, or in addition to, an offering of Senior Notes, or (ii) the Existing Credit Agreement is modified, supplemented or replaced and the result is an increase in the commitments available to the Closing DateBorrower, the Borrower shall, within three Business Days, deposit 100% of the Net Cash Proceeds of such Prepayment Event into the Escrow Account, whereupon the Aggregate Commitments shall automatically be reduced in an aggregate amount equal to 100% of the Net Cash Proceeds of such Prepayment Event. Each Lender’s Commitment shall be reduced pro rata by (x) the Net Proceeds thereof upon the receipt by the Borrower of such Net Proceeds or (y) the aggregate amount of such reduction. If increase in commitments upon the effectiveness thereof, as the case may be, and if such reductions results reduction would result in the Commitments being reduced to zero, all accrued fees shall be payable upon such reduction. Promptly (and in any event within three Business Days) following aggregate outstanding amount of Loans exceeding the occurrence of a Prepayment Event prior to the Closing DateAggregate Commitments, the Borrower shall deliver notice immediately prepay Committed Loans in writing an amount sufficient to eliminate such excess (and in the event an excess remains after the prepayment of all Committed Loans, the Borrower will place in a cash collateral account maintained with the Administrative Agent describing for the Prepayment Event and containing a reasonably detailed calculation benefit of the Net Cash Proceeds of such Prepayment Event. In the event that the Closing Date occurs after the occurrence of such Prepayment Event but prior Banks cash in an amount equal to the deposit remaining excess for application to outstanding Bid Loans as they mature until such excess is eliminated). Any such reduction of the Net Cash Proceeds thereof in the Escrow Account, such Net Cash Proceeds Aggregate Commitments and prepayment of Committed Loans shall be required to be applied to prepay as among the Loans Banks ratably in accordance with Section 2.09(c) each Bank's Percentage Share. Any such application of cash from a cash collateral account to repay Bid Loans maturing on the last day of same date shall be applied as among the three Business Day period referred to in this clause (c). For Banks holding such Bid Loans on a pro rata basis based upon the avoidance of doubt, any amount required to be credited to the Escrow Account denominated in a currency other than US dollars may be converted into US dollars by or on behalf of the Borrower and this Section 2.04(c) shall apply in respect respective amounts of such converted amountmaturing Bid Loans.

Termination and Reduction of the Commitments. (a) The Commitment of each Lender Unless previously terminated, the Commitments shall be automatically reduced to zero terminate on the earliest to occur of (i) the Commitment Termination Date and (ii) the funding of such Lender’s Loans. All accrued fees shall be due and payable on the date the Commitments are reduced to zeroMaturity Date. (b) The Borrower shall have the rightmay, prior at any time and from time to the Closing Date time, upon at least not less than three Business Days’ ' prior notice to the Administrative Agent, to terminate in whole the Aggregate Commitments or permanently reduce ratably in part the respective Aggregate Commitments of the Lenders; provided that each partial reduction shall be in by an aggregate amount of at least $2,500,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Once reduced ; provided, however, that no such termination or terminatedreduction shall be permitted if, after giving effect thereto and to any prepayment of Loans made on the effective date thereof, the then outstanding principal amount of Committed Loans and Bid Loans would exceed the Aggregate Commitments then in effect and, provided, further, that once reduced in accordance with this Section 2.06, the Aggregate Commitments may not be reinstatedincreased. Any reduction of the Aggregate Commitments shall be applied to each Lender's Commitment in accordance with such Lender's Percentage Share. (c) Upon The Aggregate Commitments shall be reduced by (i) the occurrence Net Proceeds of any Prepayment Event prior to the Closing DateSenior Notes upon the receipt thereof by the Borrower, (ii) a pro rata portion (based on the Borrower shall, within three Business Days, deposit 100% aggregate commitments and outstanding loans under the Receivables Bridge Facility and the Aggregate Commitments and Loans hereunder) of the Net Cash Proceeds of such Prepayment Event into the Escrow Accountsale by the Borrower of any debt or equity securities, whereupon other than the Commitments shall automatically be reduced in an aggregate amount equal to 100% of Senior Notes, upon the Net Cash Proceeds of such Prepayment Event. Each Lender’s Commitment shall be reduced pro rata receipt thereof by the Borrower, (iii) the amount of such reduction. If such reductions results the aggregate commitments in excess of $500,000,000 available to the Borrower under the Receivables Facility and (iv) a pro rata portion (based on the aggregate commitments and outstanding loans under the Receivables Bridge Facility and the Aggregate Commitments and Loans hereunder) of the amount of any increase in the Commitments being reduced commitments available to zerothe Borrower (which available commitments as of the date of this Agreement are $1,000,000,000) as a result of any modification, all accrued fees shall be payable upon such reduction. Promptly (supplement or replacement of the Existing Credit Agreement, and if in any event within three Business Days) following such case such reduction would result in the occurrence aggregate outstanding amount of a Prepayment Event prior to Loans exceeding the Closing DateAggregate Commitments, the Borrower shall deliver notice immediately prepay Committed Loans in writing an amount sufficient to eliminate such excess (and in the event an excess remains after the prepayment of all Committed Loans, the Borrower will place in a cash collateral account maintained with the Administrative Agent describing for the Prepayment Event and containing a reasonably detailed calculation benefit of the Net Cash Proceeds of such Prepayment Event. In the event that the Closing Date occurs after the occurrence of such Prepayment Event but prior Lenders cash in an amount equal to the deposit remaining excess for application to outstanding Bid Loans as they mature until such excess is eliminated). Any such reduction of the Net Cash Proceeds thereof in the Escrow Account, such Net Cash Proceeds Aggregate Commitments and prepayment of Committed Loans shall be required to be applied to prepay as among the Loans Lenders ratably in accordance with Section 2.09(c) each Lender's Percentage Share. Any such application of cash from a cash collateral account to repay Bid Loans maturing on the last day of same date shall be applied as among the three Business Day period referred to in this clause (c). For Lenders holding such Bid Loans on a pro rata basis based upon the avoidance of doubt, any amount required to be credited to the Escrow Account denominated in a currency other than US dollars may be converted into US dollars by or on behalf of the Borrower and this Section 2.04(c) shall apply in respect respective amounts of such converted amountmaturing Bid Loans.

Termination and Reduction of the Commitments. (a) The Commitment of each Lender Unless previously terminated, the Commitments shall be automatically reduced to zero terminate on the earliest to occur of (i) the Commitment Termination Date and (ii) the funding of such Lender’s Loans. All accrued fees shall be due and payable on the date the Commitments are reduced to zeroDate. (b) The Borrower shall have the rightmay, prior at any time and from time to the Closing Date time, upon at least not less than three Business Days’ days' prior notice to the Administrative Agent, to terminate in whole the Aggregate Commitments or permanently reduce ratably in part the respective Aggregate Commitments of the Lenders; provided that each partial reduction shall be in by an aggregate amount of at least $2,500,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Once reduced ; provided, however, that no such termination or terminatedreduction shall be permitted if, after giving effect thereto and to any prepayment of Loans made on the effective date thereof, the then outstanding principal amount of Committed Loans and Bid Loans would exceed the Aggregate Commitments then in effect and, provided, further, that once reduced in accordance with this Section 2.06, the Aggregate Commitments may not be reinstatedincreased. Any reduction of the Aggregate Commitments shall be applied to each Bank's Commitment in accordance with such Bank's Percentage Share. (c) Upon In the occurrence event that (i) Senior Notes are issued, or any offering of any Prepayment Event prior Indebtedness or equity of the Borrower is completed in lieu of, or in addition to, an offering of Senior Notes, or (ii) the Existing Credit Agreement is modified, supplemented or replaced and the result is an increase in the commitments available to the Closing DateBorrower, the Borrower shall, within three Business Days, deposit 100% of the Net Cash Proceeds of such Prepayment Event into the Escrow Account, whereupon the Aggregate Commitments shall automatically be reduced in an aggregate amount equal to 100% of the Net Cash Proceeds of such Prepayment Event. Each Lender’s Commitment shall be reduced pro rata by (x) the Net Proceeds thereof upon the receipt by the Borrower of such Net Proceeds or (y) the aggregate amount of such reduction. If increase in commitments upon the effectiveness thereof, as the case may be, and if such reductions results reduction would result in the Commitments being reduced to zero, all accrued fees shall be payable upon such reduction. Promptly (and in any event within three Business Days) following aggregate outstanding amount of Loans exceeding the occurrence of a Prepayment Event prior to the Closing DateAggregate Commitments, the Borrower shall deliver notice immediately prepay Committed Loans in writing an amount sufficient to eliminate such excess (and in the event an excess remains after the prepayment of all Committed Loans, the Borrower will place in a cash collateral account maintained with the Administrative Agent describing for the Prepayment Event and containing a reasonably detailed calculation benefit of the Net Cash Proceeds of such Prepayment Event. In the event that the Closing Date occurs after the occurrence of such Prepayment Event but prior Banks cash in an amount equal to the deposit remaining excess for application to outstanding Bid Loans as they mature until such excess is eliminated). Any such reduction of the Net Cash Proceeds thereof in the Escrow Account, such Net Cash Proceeds Aggregate Commitments and prepayment of Committed Loans shall be required to be applied to prepay as among the Loans Banks ratably in accordance with Section 2.09(c) each Bank's Percentage Share. Any such application of cash from a cash collateral account to repay Bid Loans maturing on the last day of same date shall be applied as among the three Business Day period referred to in this clause (c). For Banks holding such Bid Loans on a pro rata basis based upon the avoidance of doubt, any amount required to be credited to the Escrow Account denominated in a currency other than US dollars may be converted into US dollars by or on behalf of the Borrower and this Section 2.04(c) shall apply in respect respective amounts of such converted amountmaturing Bid Loans.

Termination and Reduction of the Commitments. (a) The Commitment Company shall have the right to terminate or reduce the Commitments at any time and from time to time, in which case the Commitments of the Lenders shall be terminated or permanently reduced by the amount so specified (the reduction of each Lender shall be automatically reduced to zero Lender's Commitment being on a pro rata basis in accordance with the earliest to occur respective amounts of the Commitments), as the case may be; provided that (i) the Commitment Termination Date and (ii) the funding Company shall give notice of such Lender’s Loans. All accrued fees shall be due and payable on the date the Commitments are reduced to zero. (b) The Borrower shall have the right, prior termination or reduction to the Closing Date upon Agent at least three Business Days’ notice to Days in advance thereof, specifying the Administrative Agentamount and effective date thereof, to terminate in whole or reduce ratably in part the respective Commitments of the Lenders; provided that (ii) each partial reduction of the Commitments shall be in an aggregate a minimum amount of at least $2,500,000 or 10,000,000 and in an integral multiple of $1,000,000 in excess thereof. Once reduced 1,000,000, (iii) no such termination or terminated, reduction shall be permitted with respect to any portion of the Commitments as to which a request for a Loan or Letter of Credit Advance pursuant to Section 3.1 is then pending, and (iv) the Commitments may not be completely terminated if any 1999 CREDIT AGREEMENT -11- 16 Loans or Letter of Credit Advances are then outstanding and may not be reduced below the principal amount of the aggregate Loans and Letter of Credit Advances then outstanding. The Credit or any portion thereof so terminated or reduced pursuant to this Section 2.4 may not be reinstated. (cb) Upon the occurrence For purpose of any Prepayment Event prior to the Closing Datethis Agreement, the Borrower shall, within three Business Days, deposit 100% a Letter of the Net Cash Proceeds of such Prepayment Event into the Escrow Account, whereupon the Commitments Credit Advance (i) shall automatically be reduced deemed outstanding in an aggregate amount equal to 100% the sum of the Net Cash Proceeds maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Prepayment Event. Each Lender’s Commitment Letter of Credit that have not been reimbursed as provided in Section 4.3, and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 4.3. As provided in Section 4.3, upon each payment made by the Agent in respect of any draft or other demand for payment under any Letter of Credit, the amount of any Letter of Credit Advance outstanding immediately prior to such payment shall be automatically reduced pro rata by the amount of such reduction. If such reductions results in the Commitments being reduced to zero, all accrued fees shall be payable upon such reduction. Promptly (and in any event within three Business Days) following the occurrence of a Prepayment Event prior to the Closing Date, the Borrower shall deliver notice in writing to the Administrative Agent describing the Prepayment Event and containing a reasonably detailed calculation of the Net Cash Proceeds of such Prepayment Event. In the event that the Closing Date occurs after the occurrence of such Prepayment Event but prior to the deposit of the Net Cash Proceeds thereof in the Escrow Account, such Net Cash Proceeds shall be required to be applied to prepay the Loans in accordance with Section 2.09(c) on the last day of the three Business Day period referred to in this clause (c). For the avoidance of doubt, any amount required to be credited to the Escrow Account denominated in a currency other than US dollars may be converted into US dollars by or on behalf of the Borrower and this Section 2.04(c) shall apply each Revolving Credit Loan deemed advanced in respect of such converted amountthe related reimbursement obligation of the Company.