Bonding Facility. (a) Bidco may cancel the Bonding Commitments in whole or in part (but if in part in a minimum amount of EUR2,500,000) at any time during the Availability Period for the Bonding Facility by giving not less than 5 Business Days irrevocable written notice to that effect to the Facility Agent specifying the date and amount of the proposed cancellation. Any such cancellation shall reduce each Lender’s Bonding Commitment on a pro rata basis. (b) No cancellation of the Bonding Facility may be made if it would result in the aggregate of the Contingent Liability of all the Lenders under Letters of Credit and Lender Guarantees issued under the Bonding Facility at the time of the proposed cancellation exceeding the total Bonding Commitments. (c) Upon any Permitted Disposal, to the extent any Letters of Credit and Lender Guarantees issued in respect of the company, business, assets and/or undertaking being disposed of remain outstanding, Bidco will procure that (A) cash cover is provided by a person other than a member of the Group and without any liability in respect of any member of the Group in an amount equal to the total Contingent Liability of all the Bonding Lenders under such Letters of Credit and Lender Guarantees or (B) bank guarantees, in form and substance satisfactory to the Issuing Lender (acting reasonably), are issued in respect of the full amount of such Letters of Credit and Lender Guarantees for the benefit of the relevant Lenders.
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Sources: Loan Agreement (Elster Group SE), Loan Agreement (Elster Group SE)