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

Termination and Reduction of the Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, without premium or penalty, the Aggregate Commitments; provided that (i) each reduction of the total Aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and shall be applied ratably to each Lender’s Commitment and (ii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11 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 occurrence of the effectiveness of a Disposition or other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of the Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may may, at any time terminate, or and from time to time reducetime, without premium or penaltyupon not less than three Business Days' prior notice to the Administrative Agent, terminate the Aggregate Commitments; provided that (i) each reduction of Commitments or permanently reduce the total Aggregate Commitments shall be in by an aggregate amount that is of $5,000,000 or an integral multiple of $1,000,000 and not less than $1,000,000 and in excess thereof; provided, however, that no such termination or reduction shall be applied ratably to each Lender’s Commitment and (ii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayment of Loans made on the Loans in accordance with Section 2.11 and Section 2.12effective date thereof, the Aggregate New Money Credit Exposure then outstanding principal amount of Committed Loans and Bid Loans would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce Commitments then in effect and, provided, further, that once reduced in accordance with this Section 2.06, 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 may not 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 occurrence of the effectiveness of a Disposition or other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedincreased. Any termination of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably applied to each Lender's Commitment in accordance with such Lender's Percentage Share. (c) The Aggregate Commitments shall be reduced by (i) the Net Proceeds of the Senior Notes upon the receipt thereof by the Borrower, (ii) 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 Net Proceeds of the sale by the Borrower of any debt or equity securities, other than the Senior Notes, upon the receipt thereof by the Borrower, (iii) the amount of 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 available to the Borrower (which available commitments as of the date of this Agreement are $1,000,000,000) as a result of any modification, supplement or replacement of the Existing Credit Agreement, and if in any such case such reduction would result in the aggregate outstanding amount of Loans exceeding the Aggregate Commitments, the Borrower shall immediately prepay Committed Loans in 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 for the benefit of the Lenders cash in an amount equal to the remaining excess for application to outstanding Bid Loans as they mature until such excess is eliminated). Any such reduction of the Aggregate Commitments and prepayment of Committed Loans shall be applied as among the Lenders ratably in accordance with their each Lender's Percentage Share. Any such application of cash from a cash collateral account to repay Bid Loans maturing on the same date shall be applied as among the Lenders holding such Bid Loans on a pro rata basis based upon the respective Commitmentsamounts of such maturing Bid Loans.

Termination and Reduction of the Commitments. (a) Unless previously terminated, The Company shall have the right to terminate or reduce the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or and from time to time reducetime, without premium in which case the Commitments of the Lenders shall be terminated or penaltypermanently reduced by the amount so specified (the reduction of each Lender's Commitment being on a pro rata basis in accordance with the respective amounts of the Commitments), as the Aggregate Commitmentscase may be; provided that (i) the Company shall give notice of such termination or reduction to the Agent at least three Business Days in advance thereof, specifying the amount and effective date thereof, (ii) each partial reduction of the total Aggregate Commitments shall be in an a minimum amount that is of $10,000,000 and in an integral multiple of $1,000,000 and not less than $1,000,000 and 1,000,000, (iii) no such termination or reduction shall be applied ratably permitted with respect to each Lender’s Commitment 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. (b) For purpose of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the 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 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 Borrower 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 not terminate or reduce be automatically reduced by the Aggregate Commitments if, after giving effect to any concurrent prepayment amount of each Revolving Credit Loan deemed advanced in respect of the Loans in accordance with Section 2.11 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 related reimbursement obligation 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 occurrence of the effectiveness of a Disposition or other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective CommitmentsCompany.

Termination and Reduction of the Commitments. (a) Unless previously terminated, 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 shall terminate on the Maturity Dateare reduced to zero. (b) The Borrower may shall have the right, prior to the Closing Date upon at any time terminateleast three Business Days’ notice to the Administrative Agent, to terminate in whole or from time to time reduce, without premium or penalty, reduce ratably in part the Aggregate Commitmentsrespective Commitments of the Lenders; provided that (i) each partial reduction of the total Aggregate Commitments shall be in an aggregate amount that is of at least $2,500,000 or an integral multiple of $1,000,000 and in excess thereof. Once reduced or terminated, the Commitments may not less than $1,000,000 and 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 applied ratably reduced in an aggregate amount equal to each 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 (iiin any event within three Business Days) following the occurrence of a Prepayment Event prior to the Closing Date, the Borrower shall not terminate or reduce deliver notice in writing to the Aggregate Commitments ifAdministrative 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, after giving effect such Net Cash Proceeds shall be required to any concurrent prepayment of be applied to prepay the Loans in accordance with Section 2.11 and Section 2.12, 2.09(c) on the Aggregate New Money Credit Exposure would exceed last day of the Aggregate Commitments. three Business Day period referred to in this clause (c) The Borrower shall notify ). For the Administrative Agent avoidance of doubt, any election amount required to terminate or reduce the Aggregate Commitments under Section 2.02(b) at least three (3) Business Days prior be credited to the effective date 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 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 occurrence of the effectiveness of a Disposition or other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitmentsconverted amount.

Termination and Reduction of the Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Maturity Date. If at any time the Commitments are terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction. (b) The Borrower may at any time terminate, or from time to time reduce, without premium or penalty, the Aggregate CommitmentsCommitment; provided that (i) each reduction of the total Aggregate Commitments Commitment shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $1,000,000 10,000,000 and shall be applied ratably to each Lender’s Commitment and Commitment, (ii) the Borrower shall not terminate or reduce the Aggregate Commitments Commitment if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11 and Section 2.12, the Aggregate New Money Credit Exposure would exceed the Aggregate Commitment and (iii) any such reduction of the Commitments shall be made, first, to the Revolver A Commitments and, second, to the Revolver B Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments Commitment under paragraph (b) of this 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 Commitment delivered by the Borrower may state that such notice is conditioned on the occurrence of upon the effectiveness of a Disposition or other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Aggregate Commitments Commitment shall be permanent. Each reduction of the Aggregate Commitments Commitment shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitment.

Termination and Reduction of the Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may may, at any time terminate, or and from time to time reducetime, without premium or penaltyupon not less than three Business Days' prior notice to the Administrative Agent, terminate the Aggregate Commitments; provided that (i) each reduction of Commitments or permanently reduce the total Aggregate Commitments shall be in by an aggregate amount that is of $5,000,000 or an integral multiple of $1,000,000 and not less than $1,000,000 and in excess thereof; provided, however, that no such termination or reduction shall be applied ratably to each Lender’s Commitment and (ii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayment of Loans made on the Loans in accordance with Section 2.11 and Section 2.12effective date thereof, the Aggregate New Money Credit Exposure then outstanding principal amount of Committed Loans and Bid Loans would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce Commitments then in effect and, provided, further, that once reduced in accordance with this Section 2.06, 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 may not 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 occurrence of the effectiveness of a Disposition or other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedincreased. Any termination of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably applied to each Lender's Commitment in accordance with such Lender's Percentage Share. (c) The Aggregate Commitments shall be reduced by (i) the Net Proceeds of the Receivables Facility, (ii) a pro rata portion (based on the aggregate commitments and outstanding loans under the Senior Note Bridge Facility and the Aggregate Commitments and Loans hereunder) of the Net Proceeds of the sale by the Borrower of any debt or equity securities, other than the Senior Notes, upon the receipt thereof by the Borrower and (iii) a pro rata 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 any increase in the commitments available to the Borrower (which available commitments as of the date of this Agreement are $1,000,000,000) as a result of any modification, supplement or replacement of the Existing Credit Agreement, and if in any such case such reduction would result in the aggregate outstanding amount of Loans exceeding the Aggregate Commitments, the Borrower shall immediately prepay Committed Loans in 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 for the benefit of the Lenders cash in an amount equal to the remaining excess for application to outstanding Bid Loans as they mature until such excess is eliminated). Any such reduction of the Aggregate Commitments and prepayment of Committed Loans shall be applied as among the Lenders ratably in accordance with their each Lender's Percentage Share. Any such application of cash from a cash collateral account to repay Bid Loans maturing on the same date shall be applied as among the Lenders holding such Bid Loans on a pro rata basis based upon the respective Commitmentsamounts of such maturing Bid Loans.

Termination and Reduction of the Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Termination Date. (b) The Borrower may may, at any time terminate, or and from time to time reducetime, without premium or penaltyupon not less than three Business days' prior notice to the Administrative Agent, terminate the Aggregate Commitments; provided that (i) each reduction of Commitments or permanently reduce the total Aggregate Commitments shall be in by an aggregate amount that is of $5,000,000 or an integral multiple of $1,000,000 and not less than $1,000,000 and in excess thereof; provided, however, that no such termination or reduction shall be applied ratably to each Lender’s Commitment and (ii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayment of Loans made on the Loans in accordance with Section 2.11 and Section 2.12effective date thereof, the Aggregate New Money Credit Exposure then outstanding principal amount of Committed Loans and Bid Loans would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce Commitments then in effect and, provided, further, that once reduced in accordance with this Section 2.06, 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 may not 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 occurrence of the effectiveness of a Disposition or other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedincreased. Any termination of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders applied to each Bank's Commitment in accordance with their such Bank's Percentage Share. (c) In the event that (i) Senior Notes are issued, or any offering of 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 Borrower, the Aggregate Commitments shall be reduced by (x) the Net Proceeds thereof upon the receipt by the Borrower of such Net Proceeds or (y) the aggregate amount of such increase in commitments upon the effectiveness thereof, as the case may be, and if such reduction would result in the aggregate outstanding amount of Loans exceeding the Aggregate Commitments, the Borrower shall immediately prepay Committed Loans in 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 for the benefit of the Banks cash in an amount equal to the remaining excess for application to outstanding Bid Loans as they mature until such excess is eliminated). Any such reduction of the Aggregate Commitments and prepayment of Committed Loans shall be applied as among the Banks ratably in accordance with each Bank's Percentage Share. Any such application of cash from a cash collateral account to repay Bid Loans maturing on the same date shall be applied as among the Banks holding such Bid Loans on a pro rata basis based upon the respective Commitmentsamounts of such maturing Bid Loans.

Termination and Reduction of the Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Termination Date. (b) The Borrower may may, at any time terminate, or and from time to time reducetime, without premium or penaltyupon not less than three Business Days' prior notice to the Administrative Agent, terminate the Aggregate Commitments; provided that (i) each reduction of Commitments or permanently reduce the total Aggregate Commitments shall be in by an aggregate amount that is of $5,000,000 or an integral multiple of $1,000,000 and not less than $1,000,000 and in excess thereof; provided, however, that no such termination or reduction shall be applied ratably to each Lender’s Commitment and (ii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayment of Loans made on the Loans in accordance with Section 2.11 and Section 2.12effective date thereof, the Aggregate New Money Credit Exposure then outstanding principal amount of Committed Loans and Bid Loans would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce Commitments then in effect and, provided, further, that once reduced in accordance with this Section 2.06, 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 may not 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 occurrence of the effectiveness of a Disposition or other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedincreased. Any termination of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders applied to each Bank's Commitment in accordance with their such Bank's Percentage Share. (c) In the event that (i) Senior Notes are issued, or any offering of 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 Borrower, the Aggregate Commitments shall be reduced by (x) the Net Proceeds thereof upon the receipt by the Borrower of such Net Proceeds or (y) the aggregate amount of such increase in commitments upon the effectiveness thereof, as the case may be, and if such reduction would result in the aggregate outstanding amount of Loans exceeding the Aggregate Commitments, the Borrower shall immediately prepay Committed Loans in 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 for the benefit of the Banks cash in an amount equal to the remaining excess for application to outstanding Bid Loans as they mature until such excess is eliminated). Any such reduction of the Aggregate Commitments and prepayment of Committed Loans shall be applied as among the Banks ratably in accordance with each Bank's Percentage Share. Any such application of cash from a cash collateral account to repay Bid Loans maturing on the same date shall be applied as among the Banks holding such Bid Loans on a pro rata basis based upon the respective Commitmentsamounts of such maturing Bid Loans.