Common use of Termination/Reduction Clause in Contracts

Termination/Reduction. Extension and Increase of Commitments; Reduction of AHIHL Sublimit. (a) Unless previously terminated, the Commitments and the LC Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the aggregate amount of the Commitments and AHIHL may at any time terminate, or from time to time reduce, the aggregate amount of the AHIHL Sublimit; provided that (i) each reduction of the Commitments or the AHIHL Sublimit, as applicable, shall be in an amount that is an integral multiple of $10,000,000 and not less than $50,000,000 and (ii) the Company or AHIHL, as applicable, shall not terminate or reduce the Commitments or the AHIHL Sublimit, as applicable, if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, (a) the sum of the Total Exposures of all the Lenders would exceed the total Commitments or (b) the amount of the Total Exposures of all the Lenders attributable to Loans made to and Letters of Credit issued for the account of AHIHL would exceed the AHIHL Sublimit. (c) The Company or AHIHL, as applicable, shall notify the Administrative Agent of any election to terminate or reduce the Commitments or the AHIHL Sublimit under paragraph (b) of this Section at least three 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 Company or AHIHL, as applicable, pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company or AHIHL, as applicable, may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company or AHIHL, as applicable (by notice to the Administrative Agent on or prior to the specified effective date), if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders based on their respective Commitments. (d) The Company, on behalf of itself and AHIHL, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 30 days and not more than 90 days prior to any anniversary of the Effective Date (a "Maturity Extension Request"), request that the Lenders extend the Maturity Date for an additional one-year period; provided, that there shall not be more than three extensions of the Maturity Date under this paragraph during the term of this Agreement. Each Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent's receipt of the Company's Maturity Extension Request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a "Consenting Lender" and each Lender declining to agree to a requested extension being called a "Declining Lender"). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the "Existing Maturity Date"). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their respective Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (i) no Lender's Revolving Credit Exposure shall exceed such Lender's Commitment and (ii) the sum of the Total Exposures of all the Lenders shall not exceed the sum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 10.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Company under Section 4.01(ii) through (iv), and documents consistent with those delivered with respect to each Borrowing Subsidiary under Section 4.03(b), giving effect to such extension. (e) The Company may, at any time and from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the aggregate amount of the Commitments be increased by an amount that, together with all prior increases in the Commitments pursuant to this Section, does not exceed $1,000,000,000. Such notice shall set forth the amount of the requested increase in the aggregate Commitments (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 30 days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 15 days after the date on which the Administrative Agent shall have delivered the Company's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 15 days shall be deemed to have declined to increase its Revolving Commitment) (each Lender so declining or being deemed to have declined being a "Non-Increasing Lender"). If, on the 15th day after the Administrative Agent shall have delivered the Company's notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the aggregate Commitments requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (e) being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Issuing Bank (which in each case shall not be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the aggregate Commitments may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. On the effective date (the "Increase Effective Date") of any increase in the aggregate Commitments pursuant to this clause (e) (the "Commitment Increase"), (i) Schedule 2.01 shall be deemed modified to reflect the Commitments of the Lenders after giving effect to the Commitment Increase, (ii) the aggregate principal amount of the Revolving Loans outstanding (the "Outstanding Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid; (iii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Outstanding Loans; (iv) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the product of (A) such Augmenting Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (B) the amount of the Subsequent Borrowings; (v) after the Administrative Agent receives the funds specified in clauses (iii) and (iv) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Outstanding Loans, and (B) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings; (vi) after the effectiveness of the Commitment Increase, each Borrower shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Outstanding Loans attributable to Revolving Loans of such Borrower and of the Types and for the Interest Periods specified in a borrowing request delivered in accordance with Section 2.03; (vii) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase); and (viii) the applicable Borrowers shall pay to each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Outstanding Loans. The deemed payments made pursuant to clause (ii) above in respect of each Eurodollar Loan shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this paragraph (e) unless, (i) on the Increase Effective Date, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Credit Event being deemed to be references to such increase or addition); and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under Section 4.01(ii) through (iv), giving effect to such increase or addition.

Termination/Reduction. Extension and Increase of Commitments; Reduction of AHIHL The Borrower may, upon notice to the Facilities Administrative Agent, terminate the Aggregate Revolving Credit Commitments or the Swing Line Sublimit. (a) Unless previously terminated, the Commitments and the LC Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, permanently reduce the aggregate amount of Aggregate Revolving Credit Commitments or the Commitments and AHIHL may at any time terminate, or from time to time reduce, the aggregate amount of the AHIHL Swing Line Sublimit; provided that (i) each any such notice shall be received by the Facilities Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of with respect to the Revolving Credit Commitments or the AHIHL Sublimit, as applicable, shall be in an aggregate amount that is an integral of $1,000,000 or any whole multiple of $10,000,000 and not less than $50,000,000 and 1,000,000 in excess thereof, (iiiii) the Company or AHIHL, as applicable, Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments or the AHIHL Sublimit, as applicable, if, after giving effect thereto and to any concurrent prepayment of the Loans in accordance with Section 2.10prepayments hereunder, (a) the sum of the Total Exposures of all the Lenders Revolving Loan Outstanding would exceed the total Commitments or (b) the amount of the Total Exposures of all the Lenders attributable to Loans made to and Letters of Aggregate Revolving Credit issued for the account of AHIHL would exceed the AHIHL Sublimit. (c) The Company or AHIHLCommitments, as applicable, shall notify the Administrative Agent of any election to terminate or reduce the Commitments or the AHIHL Sublimit under paragraph (b) of this Section at least three 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 Company or AHIHL, as applicable, pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Credit Commitments delivered by the Company or AHIHL, as applicable, Borrower may state that such notice is conditioned contingent upon the effectiveness consummation of a refinancing or other credit facilities, in which case transactions and such notice may otherwise be revoked by extended or revoked, in each case, with the Company requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or AHIHL, as applicable (by notice to the revocation. The Facilities Administrative Agent on or prior to will promptly notify the specified effective date), if Revolving Lenders of any such condition is not satisfied. Any notice of termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders based on their respective Aggregate Revolving Credit Commitments. (d) The Company, on behalf of itself and AHIHL, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 30 days and not more than 90 days prior to any anniversary of the Effective Date (a "Maturity Extension Request"), request that the Lenders extend the Maturity Date for an additional one-year period; provided, that there shall not be more than three extensions of the Maturity Date under this paragraph during the term of this Agreement. Each Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent's receipt of the Company's Maturity Extension Request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a "Consenting Lender" and each Lender declining to agree to a requested extension being called a "Declining Lender"). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the "Existing Maturity Date"). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their respective Loans pursuant to Section 2.10 as shall be required in order that(iv) if, after giving effect to the termination any reduction of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (i) no Lender's Aggregate Revolving Credit Exposure shall exceed such Lender's Commitment and (ii) the sum of the Total Exposures of all the Lenders shall not exceed the sum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this paragraphCommitments, the Company shall have the right, pursuant to Section 10.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Company under Section 4.01(ii) through (iv), and documents consistent with those delivered with respect to each Borrowing Subsidiary under Section 4.03(b), giving effect to such extension. (e) The Company may, at any time and from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the aggregate amount of the Commitments be increased by an amount that, together with all prior increases in the Commitments pursuant to this Section, does not exceed $1,000,000,000. Such notice shall set forth Swing Line Sublimit exceeds the amount of the requested increase in the aggregate Commitments (which Aggregate Revolving Credit Commitments, such Swing Line Sublimit shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 30 days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment automatically reduced by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 15 days after the date on which the Administrative Agent shall have delivered the Company's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 15 days shall be deemed to have declined to increase its Revolving Commitment) (each Lender so declining or being deemed to have declined being a "Non-Increasing Lender"). If, on the 15th day after the Administrative Agent shall have delivered the Company's notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the aggregate Commitments requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (e) being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Issuing Bank (which in each case shall not be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the aggregate Commitments may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. On the effective date (the "Increase Effective Date") of any increase in the aggregate Commitments pursuant to this clause (e) (the "Commitment Increase"), (i) Schedule 2.01 shall be deemed modified to reflect the Commitments of the Lenders after giving effect to the Commitment Increase, (ii) the aggregate principal amount of the Revolving Loans outstanding (the "Outstanding Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid; (iii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Outstanding Loans; (iv) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the product of (A) such Augmenting Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (B) the amount of the Subsequent Borrowings; (v) after the Administrative Agent receives the funds specified in clauses (iii) and (iv) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Outstanding Loans, and (B) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings; (vi) after the effectiveness of the Commitment Increase, each Borrower shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Outstanding Loans attributable to Revolving Loans of such Borrower and of the Types and for the Interest Periods specified in a borrowing request delivered in accordance with Section 2.03; (vii) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase); and (viii) the applicable Borrowers shall pay to each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Outstanding Loans. The deemed payments made pursuant to clause (ii) above in respect of each Eurodollar Loan shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this paragraph (e) unless, (i) on the Increase Effective Date, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Credit Event being deemed to be references to such increase or addition); and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under Section 4.01(ii) through (iv), giving effect to such increase or additionexcess.