Common use of Commitment Terminations Clause in Contracts

Commitment Terminations. (a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be in an amount not less than $5,000,000, provided that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit without premium or penalty, in whole or in part; provided that the L/C Sublimit may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit without premium or penalty, in whole or in part; provided that the Swingline Sublimit may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit or the Swingline Sublimit shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so in the manner provided above. (b) The Administrative Agent shall give prompt notice to each Lender pursuant to this Section 1.13 of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders in proportion to their respective Revolver Percentages and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit then in effect shall reduce the L/C Sublimit to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments to an aggregate amount less than the Swingline Sublimit then in effect shall reduce the Swingline Sublimit to an amount equal to the Revolving Credit Commitments.

Commitment Terminations. (a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ ' prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $5,000,000, and (ii) allocated ratably among the Banks in proportion to their respective Percentages, provided that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit Commitment without premium or penalty, in whole or in part; provided that the L/C Sublimit Commitment may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit Commitment without premium or penalty, in whole or in part; provided that the Swingline Sublimit Commitment may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit Commitment or the Swingline Sublimit Commitment shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so in the manner provided above. (b) . The Administrative Agent shall give prompt notice to each Lender pursuant to this Section 1.13 Bank of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders in proportion to their respective Revolver Percentages and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit then in effect shall reduce the L/C Sublimit to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to an aggregate amount less than the Swingline Sublimit then in effect shall reduce the Swingline Sublimit to an amount equal to the Revolving Credit Commitmentsthis Section 1.14 may not be reinstated.

Commitment Terminations. (a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ ' prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be in an amount not less than $5,000,000, provided PROVIDED that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit Commitment without premium or penalty, in whole or in part; provided PROVIDED that the L/C Sublimit Commitment may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit Commitment without premium or penalty, in whole or in part; provided that PROVIDED THAT the Swingline Sublimit Commitment may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit Commitment or the Swingline Sublimit Commitment shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so in the manner provided above. (b) The Administrative Agent shall give prompt notice to each Lender Bank pursuant to this Section 1.13 of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders Banks in proportion to their respective Revolver Percentages Percentage and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit Commitment then in effect shall reduce the L/C Sublimit Commitment to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments to an aggregate amount less than the Swingline Sublimit Commitment then in effect shall reduce the Swingline Sublimit Commitment to an amount equal to the Revolving Credit Commitments.

Commitment Terminations. (a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ ' prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be in an amount not less than $5,000,000, provided that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit Commitment without premium or penalty, in whole or in part; provided that the L/C Sublimit Commitment may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit Commitment without premium or penalty, in whole or in part; provided that the Swingline Sublimit Commitment may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit Commitment or the Swingline Sublimit Commitment shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so in the manner provided above. (b) If after the Effective Date the Parent or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued to the Parent or any Subsidiary or in connection with the Parent's Stock Compensation Program, Employee Stock Purchase Plan, Stock Award and Incentive Plan and any similar programs or plans, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Parent or such Subsidiary in respect thereof. On the Business Day occurring immediately after receipt by the Parent or such Subsidiary of the Net Cash Proceeds of any such issuance, the Commitments shall reduce in an aggregate amount equal to 50% of the amount of such Net Cash Proceeds. (c) If after the Effective Date the Parent or any Subsidiary shall issue any indebtedness for borrowed money (other than short-term working capital facilities in local currencies), the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Parent or such Subsidiary in respect thereof. On the Business Day occurring immediately after receipt by the Parent or such Subsidiary of Net Cash Proceeds of any such issuance, the Commitments shall reduce in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. (d) If the Parent or any Subsidiary shall at any time or from time to time make or agree to make a Disposition in excess of $5,000,000 on a cumulative basis in any fiscal year of the Parent, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition (including the amount of the estimated Net Cash Proceeds to be received by the Parent or such Subsidiary in respect thereof). On the Business Day occurring immediately after receipt by the Parent or the Subsidiary of the Net Cash Proceeds of any such Disposition, the Commitments shall reduce in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. (e) The Administrative Agent shall give prompt notice to each Lender Bank pursuant to this Section 1.13 of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders Banks in proportion to their respective Revolver Percentages Percentage and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit Commitment then in effect shall reduce the L/C Sublimit Commitment to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments to an aggregate amount less than the Swingline Sublimit Commitment then in effect shall reduce the Swingline Sublimit Commitment to an amount equal to the Revolving Credit Commitments.

Commitment Terminations. (a) The Borrower Borrowers shall have the right at any time and from time to time, upon five (5) Business Days’ ' prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments and the Short-Term Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $5,000,000, and (ii) allocated ratably among the Banks in proportion to their respective Percentages of the relevant Credit, provided that (w) the Revolving Credit Commitments may not be terminated in whole before the termination of the Short- Term Revolving Credit Commitments, (x) the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans, all Revolving Swing Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding, (y) any reduction of the Revolving Credit Commitments to an amount less than the Swing Line Commitment or L/C Commitment shall automatically reduce the Swing Line Commitment or L/C Commitment, as the case may be, to such amount as well and (z) the Short-Term Revolving Credit Commitments may not be reduced to an amount less than the Original Dollar Amount of all Short-Term Revolving Loans, all Short-Term Swing Loans and all Bid Loans then outstanding. The Borrower Borrowers shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit Letter of Credit Commitment without premium or penalty, in whole or in part; provided that the L/C Sublimit may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit without premium or penalty, in whole or in part; provided that the Swingline Sublimit may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit or the Swingline Sublimit Letter of Credit Commitment shall not reduce the Revolving Credit Commitments unless the Borrower elects Borrowers elect to do so in the manner provided above. (b) in the preceding sentence. The Administrative Agent shall give prompt notice to each Lender pursuant to this Section 1.13 Bank of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders in proportion to their respective Revolver Percentages and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit then in effect shall reduce the L/C Sublimit to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to an aggregate amount less than the Swingline Sublimit then in effect shall reduce the Swingline Sublimit to an amount equal to the Revolving Credit Commitmentsthis Section 4.7 may not be reinstated.

Commitment Terminations. (a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ ' prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be in an amount not less than $5,000,000, provided PROVIDED that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit Commitment without premium or penalty, in whole or in part; provided that PROVIDED THAT the L/C Sublimit Commitment may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit Commitment without premium or penalty, in whole or in part; provided that PROVIDED THAT the Swingline Sublimit Commitment may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit Commitment or the Swingline Sublimit Commitment shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so in the manner provided above. (b) If after the Effective Date the Parent or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued to the Parent or any Subsidiary or in connection with the Parent's Stock Compensation Program, Employee Stock Purchase Plan, Stock Award and Incentive Plan and any similar programs or plans, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Parent or such Subsidiary in respect thereof. On the Business Day occurring immediately after receipt by the Parent or such Subsidiary of the Net Cash Proceeds of any such issuance, the Commitments shall reduce in an aggregate amount equal to 50% of the amount of such Net Cash Proceeds. (c) If after the Effective Date the Parent or any Subsidiary shall issue any indebtedness for borrowed money (other than short-term working capital facilities in local currencies), the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Parent or such Subsidiary in respect thereof. On the Business Day occurring immediately after receipt by the Parent or such Subsidiary of Net Cash Proceeds of any such issuance, the Commitments shall reduce in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. (d) If the Parent or any Subsidiary shall at any time or from time to time make or agree to make a Disposition in excess of $5,000,000 on a cumulative basis in any fiscal year of the Parent, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition (including the amount of the estimated Net Cash Proceeds to be received by the Parent or such Subsidiary in respect thereof). On the Business Day occurring immediately after receipt by the Parent or the Subsidiary of the Net Cash Proceeds of any such Disposition, the Commitments shall reduce in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. (e) The Administrative Agent shall give prompt notice to each Lender Bank pursuant to this Section 1.13 of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders Banks in proportion to their respective Revolver Percentages Percentage and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit Commitment then in effect shall reduce the L/C Sublimit Commitment to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments to an aggregate amount less than the Swingline Sublimit Commitment then in effect shall reduce the Swingline Sublimit Commitment to an amount equal to the Revolving Credit Commitments.

Commitment Terminations. (a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be in an amount not less than $5,000,000, provided that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit without premium or penalty, in whole or in part; provided that the L/C Sublimit may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit without premium or penalty, in whole or in part; provided that the Swingline Sublimit may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit or the Swingline Sublimit shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so in the manner provided above. (b) The Administrative Agent shall give prompt notice to each Lender pursuant to this Section 1.13 of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders in proportion to their respective Revolver Percentages and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit then in effect shall reduce the L/C Sublimit to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments to an aggregate amount less than the Swingline Sublimit then in effect shall reduce the Swingline Sublimit to an amount equal to the Revolving Credit Commitments.Swingline

Commitment Terminations. (a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be in an amount not less than $5,000,000, provided that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit without premium or penalty, in whole or in part; provided that the L/C Sublimit may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit without premium or penalty, in whole or in part; provided that the Swingline Sublimit may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit or the Swingline Sublimit shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so in the manner provided above.without (b) The Administrative Agent shall give prompt notice to each Lender pursuant to this Section 1.13 of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders in proportion to their respective Revolver Percentages and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit then in effect shall reduce the L/C Sublimit to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments to an aggregate amount less than the Swingline Sublimit then in effect shall reduce the Swingline Sublimit to an amount equal to the Revolving Credit Commitments.

Commitment Terminations. (a) The Borrower Borrowers shall have the right at any time and from time to time, upon five (5) Business Days’ ' prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments and the Short-Term Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $5,000,000, and (ii) allocated ratably among the Banks in proportion to their respective Percentages of the relevant Credit, provided that (v) the Revolving Credit Commitments may not be terminated in whole before the termination of the Short-Term Revolving Credit Commitments, (w) the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans, all Revolving Swing Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations issued and outstanding as part of the Revolving Credit then outstanding, (x) any reduction of the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments shall automatically reduce the L/C Commitment by a like amount, (y) any reduction of the Revolving Credit Commitments to an amount less than the Swing Line Commitment shall automatically reduce the Swing Line Commitment to such amount as well and (z) the Short-Term Revolving Credit Commitments may not be reduced to an amount less than the Original Dollar Amount of all Short-Term Revolving Loans, all Short-Term Swing Loans, all L/C Obligations issued and outstanding as part of the Short-Term Revolving Credit and all Bid Loans then outstanding. The Borrower Borrowers shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit Commitment without premium or penalty, in whole or in part; provided that the L/C Sublimit may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit without premium or penalty, in whole or in part; provided that the Swingline Sublimit may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit or the Swingline Sublimit Commitment shall not reduce the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments unless the Borrower elects Borrowers elect to do so in the manner provided above. (b) in the preceding sentence. The Administrative Agent shall give prompt notice to each Lender pursuant to this Section 1.13 Bank of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders in proportion to their respective Revolver Percentages and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit then in effect shall reduce the L/C Sublimit to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to an aggregate amount less than the Swingline Sublimit then in effect shall reduce the Swingline Sublimit to an amount equal to the Revolving Credit Commitmentsthis Section 4.7 may not be reinstated.

Commitment Terminations. (a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ ' prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be in an amount not less than $5,000,000, provided PROVIDED that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit Commitment without premium or penalty, in whole or in part; provided that PROVIDED THAT the L/C Sublimit Commitment may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit Commitment without premium or penalty, in whole or in part; provided that PROVIDED THAT the Swingline Sublimit Commitment may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit Commitment or the Swingline Sublimit Commitment shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so in the manner provided above. (b) The Administrative Agent shall give prompt notice to each Lender Bank pursuant to this Section 1.13 of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders Banks in proportion to their respective Revolver Percentages Percentage and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit Commitment then in effect shall reduce the L/C Sublimit Commitment to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments to an aggregate amount less than the Swingline Sublimit Commitment then in effect shall reduce the Swingline Sublimit Commitment to an amount equal to the Revolving Credit Commitments.

Commitment Terminations. (a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ ' prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be in an amount not less than $5,000,000, provided PROVIDED that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit Commitment without premium or penalty, in whole or in part; provided that PROVIDED THAT the L/C Sublimit Commitment may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit Commitment without premium or penalty, in whole or in part; provided that PROVIDED THAT the Swingline Sublimit Commitment may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit Commitment or the Swingline Sublimit Commitment shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so in the manner provided above. (b) If after the Effective Date the Parent or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued to the Parent or any Subsidiary or in connection with the Parent's Stock Compensation Program, Employee Stock Purchase Plan, Stock Award and Incentive Plan and any similar programs or plans, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Parent or such Subsidiary in respect thereof. On the Business Day occurring immediately after receipt by the Parent or such Subsidiary of the Net Cash Proceeds of any such issuance, the Commitments shall reduce in an aggregate amount equal to 50% of the amount of such Net Cash Proceeds. (c) If after the Effective Date the Parent or any Subsidiary shall issue any indebtedness for borrowed money in excess of the U.S. Dollar Equivalent of $50,000,000 (other than short-term working capital facilities in local currencies), the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Parent or such Subsidiary in respect thereof. On the Business Day occurring immediately after receipt by the Parent or such Subsidiary of Net Cash Proceeds of any such issuance, the Commitments shall reduce in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. (d) If the Parent or any Subsidiary shall at any time or from time to time make or agree to make a Disposition in excess of $15,000,000 on a cumulative basis for the Parent and Subsidiaries in any fiscal year of the Parent, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition (including the amount of the estimated Net Cash Proceeds to be received by the Parent or such Subsidiary in respect thereof). On the Business Day occurring immediately after receipt by the Parent or the Subsidiary of the Net Cash Proceeds of any such Disposition, the Commitments shall reduce in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. (e) The Administrative Agent shall give prompt notice to each Lender Bank pursuant to this Section 1.13 of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders Banks in proportion to their respective Revolver Percentages Percentage and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit Commitment then in effect shall reduce the L/C Sublimit Commitment to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments to an aggregate amount less than the Swingline Sublimit Commitment then in effect shall reduce the Swingline Sublimit Commitment to an amount equal to the Revolving Credit Commitments.

Commitment Terminations. (a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be in an amount not less than $5,000,000, provided that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit without premium or penalty, in whole or in part; provided that the L/C Sublimit may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit without premium or penalty, in whole or in part; provided that the Swingline Sublimit may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit or the Swingline Sublimit shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so in the manner provided above.-16- (b) The Administrative Agent shall give prompt notice to each Lender pursuant to this Section 1.13 of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders in proportion to their respective Revolver Percentages and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit then in effect shall reduce the L/C Sublimit to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments to an aggregate amount less than the Swingline Sublimit then in effect shall reduce the Swingline Sublimit to an amount equal to the Revolving Credit Commitments.

Commitment Terminations. (a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ prior written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be in an amount not less than $5,000,000, provided that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit without premium or penalty, in whole or in part; provided that the L/C Sublimit may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit without premium or penalty, in whole or in part; provided that the Swingline Sublimit may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Sublimit or the Swingline Sublimit shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so in the manner provided above.right (b) The Administrative Agent shall give prompt notice to each Lender pursuant to this Section 1.13 of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders in proportion to their respective Revolver Percentages and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit then in effect shall reduce the L/C Sublimit to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments to an aggregate amount less than the Swingline Sublimit then in effect shall reduce the Swingline Sublimit to an amount equal to the Revolving Credit Commitments.

Commitment Terminations. (a) The Borrower shall have the right at any time and from time to time, upon five (5) Business Days’ ' prior and irrevocable written notice to the Administrative Agent (or such shorter period of time agreed by the Administrative Agent), to terminate or reduce the Revolving Credit Commitments or L/C Commitments without premium or penalty, in whole or in part, any partial termination to be (a) in an amount not less than $5,000,0001,000,000 and in integral multiples of $500,000 as determined by the Borrower, and (b) allocated ratably among the Lenders in proportion to their respective Commitments and L/C Commitments, as applicable; provided that the Revolving Credit Commitments Commitment Amount may not be reduced to an amount less than the sum of the Original Dollar Amount aggregate principal amount of all Revolving outstanding Loans plus the aggregate undrawn face amount of outstanding Letters of Credit plus any unpaid Reimbursement Obligations, and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Sublimit without premium or penalty, in whole or in part; provided that the L/C Sublimit may not be reduced to an amount less than the U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Sublimit without premium or penalty, in whole or in part; provided that the Swingline Sublimit Commitment Amount may not be reduced to an amount less than the aggregate principal undrawn face amount of the Swingline Loans then outstanding. Any outstanding Letters of Credit plus any unpaid Reimbursement Obligations, in each case after giving effect to payments on such proposed termination of the L/C Sublimit or the Swingline Sublimit shall not reduce the Revolving Credit Commitments reduction date, unless the Borrower elects provides to do so the Agent cash collateral in an amount sufficient to cover such shortage or back to back letters of credit from a bank(s) or financial institution(s) satisfactory to the Majority Lenders in an amount equal to the undrawn face amount of any outstanding Letters of Credit with an expiration date of at least five (5) days after the expiration date of any Letter of Credit and which provide that the Agent may make a drawing thereunder in the manner provided above. (b) event that it pays a drawing under such Letter of Credit. The Administrative Agent shall give prompt notice to each Lender pursuant to this Section 1.13 of any termination of Revolving Credit Commitments. Any such termination of Revolving Credit Commitments (i) shall be allocated ratably among the Lenders in proportion to their respective Revolver Percentages and (ii) may not be reinstated. Any termination of the Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit then in effect shall reduce the L/C Sublimit to an amount equal to the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments or L/C Commitments pursuant to an aggregate amount less than the Swingline Sublimit then in effect shall reduce the Swingline Sublimit to an amount equal to the Revolving Credit Commitmentsthis Section 2.13 is permanent and may not be reinstated.