Common use of Termination or Reduction Clause in Contracts

Termination or Reduction. The Company may at any time after the date hereof cancel the Aggregate Commitment, in whole, or in a minimum aggregate amount of $25,000,000 and in integral multiples of $1,000,000 if in excess thereof, ratably among the Lenders upon at least three Business Days' prior written notice to the Agent, which notice shall specify the amount of such reduction; provided, however, no such notice of cancellation shall be effective to the extent that it would reduce the Aggregate Commitment to an amount which would be less than the outstanding principal amount of Loans outstanding at the time such cancellation is to take effect. The Aggregate Commitment once reduced as provided in this Section 2.5.11(i) may only be reinstated as specifically provided in Section 2.5.11(ii) below. If (x) any Lender notifies the Company in accordance with Section 2.5.15, (y) a Borrower reasonably determines that it is or will be required to make any additional payment to any Lender under Section 3.1, 3.2 or 3.3 or (z) any Lender refuses a Borrower's request pursuant to Section 6.2 to consent to fund an Acquisition other than a Friendly Acquisition, then the Company may, at any time thereafter (provided that no Default or Unmatured Default then exists and no satisfactory solution has been reached pursuant to Section 3.6) and by not less than five Business Days' prior written notice to the Agent, cancel such Lender's Commitment, whereupon such Lender shall cease to be obliged to make further Loans hereunder and its Commitment shall be reduced to zero. Upon termination of such Lender's Commitment, each applicable Borrower shall, subject to the last sentence of this subparagraph (i), pay all outstanding Obligations owing to such Lender. Any notice of cancellation given pursuant to this Section 2.5.11 shall be irrevocable and shall specify the date upon which such cancellation is to take effect. Notwithstanding any such cancellation, the obligations of the Company under Sections 3.1, 3.2, 3.3 and 10.6 shall survive any such cancellation and be enforceable by such Lender. In any case described in clauses (i)(x) through (i)(z) above in which the Company has the right to cancel a Lender's Commitment, the Company may, in connection with such cancellation, either (1) arrange for a sale (at par) of such Commitment and all outstanding Loans held by such Lender pursuant to the terms of Section 13.3 and such Lender will promptly enter into any such sale arranged by the Company or (2) offer such Commitment and all outstanding Loans held by such Lender to all of the other Lenders pursuant to the procedure set forth in Section 2.5.11(ii) below.

Termination or Reduction. in the Aggregate Revolving Loan -------------------------------------------------------- Commitment. The Company may at any time after the date hereof cancel permanently ---------- reduce the Aggregate CommitmentRevolving Loan Commitment or the Alternate Currency Commitments, in whole, or in a minimum aggregate amount of $25,000,000 1,000,000 and in integral multiples of $1,000,000 if in excess thereofthereof (or in such amounts as may be set forth on the applicable Alternate Currency Addendum), ratably among the Lenders upon at least three one Business Days' Day's prior written notice to the Agent, which notice shall specify the amount of such reduction; provided, however, no -------- ------- such notice of cancellation reduction shall be effective to the extent that it would reduce the Aggregate Revolving Loan Commitment to an amount which would be less than the outstanding principal amount Dollar Amount of Loans the Revolving Credit Obligations outstanding at the time such cancellation reduction is to take effect; provided, further, that no such -------- ------- notice of reduction shall be effective to the extent that it would reduce the aggregate Alternate Currency Commitments in any Alternate Currency to an amount which would be less than the outstanding amount of the Alternate Currency Loans in such currency at the time such reduction is to take effect. The Aggregate Revolving Loan Commitment once reduced as provided in this Section 2.5.11(i) 2.5.11 may only -------------- not be reinstated as specifically provided in Section 2.5.11(ii) belowreinstated. If (xy) any Lender notifies the Company in accordance with Section 2.5.15, 2.5.15 or (yz) a Borrower reasonably determines that it is or will be -------------- required to make any additional payment to any Lender under Section 3.1, 3.2 or ----------- --- 3.3 or (z) any Lender refuses a Borrower's request pursuant to Section 6.2 to consent to fund an Acquisition other than a Friendly Acquisition, then the Company may, at any time thereafter (provided that no Default or --- Unmatured Default then exists and no satisfactory solution has been reached pursuant to Section 3.6) and by not less than five Business Days' prior written ----------- notice to the Agent, cancel such Lender's Commitment, whereupon such Lender shall cease to be obliged to make further Loans hereunder and its Commitment shall be reduced to zero. Upon termination of such Lender's Commitment, each applicable Borrower shall, subject to the last sentence of this subparagraph (i), pay all outstanding Obligations owing to such Lender. Any notice of cancellation given pursuant to this Section 2.5.11 shall be irrevocable and -------------- shall specify the date upon which such cancellation is to take effect. Notwithstanding any such cancellation, the obligations of the Company and the Borrowing Subsidiaries under Sections 3.1, 3.2, 3.3 and 10.6 shall survive any ------------ --- --- ---- such cancellation and be enforceable by such Lender. In any case described in clauses (i)(xi)(y) through or (i)(z) above in which the Company has the right to cancel a -------------- ------ Lender's Commitment, the Company may, in connection with such cancellation, either (1) cancellation arrange for a sale (at par) of such Commitment and all outstanding Loans held by such Lender pursuant to the terms of Section 13.3 and such Lender will promptly ------------ enter into any such sale arranged by the Company or (2) offer such Commitment and all outstanding Loans held by such Lender to all of the other Lenders pursuant to the procedure set forth in Section 2.5.11(ii) belowCompany.

Termination or Reduction. in the Aggregate Revolving Loan -------------------------------------------------------- Commitment. The Company may at any time after the date hereof cancel permanently ---------- reduce the Aggregate CommitmentRevolving Loan Commitment or the Alternate Currency Commitments, in whole, or in a minimum aggregate amount of $25,000,000 1,000,000 and in integral multiples of $1,000,000 if in excess thereofthereof (or in such amounts as may be set forth on the applicable Alternate Currency Addendum), ratably among the Lenders upon at least three one Business Days' Day's prior written notice to the Agent, which notice shall specify the amount of such reduction; provided, however, no -------- ------- such notice of cancellation reduction shall be effective to the extent that it would reduce the Aggregate Revolving Loan Commitment to an amount which would be less than the outstanding principal amount Dollar Amount of Loans the Revolving Credit Obligations outstanding at the time such cancellation reduction is to take effect; provided, further, that no such -------- ------- notice of reduction shall be effective to the extent that it would reduce the aggregate Alternate Currency Commitments in any Alternate Currency to an amount which would be less than the outstanding amount of the Alternate Currency Loans in such currency at the time such reduction is to take effect. The Aggregate Revolving Loan Commitment once reduced as provided in this Section 2.5.11(i) 2.5.11 may only -------------- not be reinstated as specifically provided in Section 2.5.11(ii) belowreinstated. If (xy) any Lender notifies the Company in accordance with Section 2.5.15, 2.5.15 or (yz) a Borrower reasonably determines that it is or will be -------------- required to make any additional payment to any Lender under Section 3.1, 3.2 or ----------- --- 3.3 or (z) any Lender refuses a Borrower's request pursuant to Section 6.2 to consent to fund an Acquisition other than a Friendly Acquisition, then the Company may, at any time thereafter (provided that no Default or --- Unmatured Default then exists and no satisfactory solution has been reached pursuant to Section 3.6) and by not less than five Business Days' prior written ----------- notice to the Agent, cancel such Lender's Commitment, whereupon such Lender shall cease to be obliged to make further Loans hereunder and its Commitment shall be reduced to zero. Upon termination of such Lender's Commitment, each applicable Borrower shall, subject to the last sentence of this subparagraph (i)Section 2.5.11, -------------- pay all outstanding Obligations owing to such Lender. Any notice of cancellation given pursuant to this Section 2.5.11 shall be irrevocable and -------------- shall specify the date upon which such cancellation is to take effect. Notwithstanding any such cancellation, the obligations of the Company and the Borrowing Subsidiaries under Sections 3.1, 3.2, 3.3 and 10.6 shall survive any ------------ --- --- ---- such cancellation and be enforceable by such Lender. In any case described in clauses (i)(xy) through or (i)(zz) above in which the Company has the right to cancel a Lender's ----------- --- Commitment, the Company may, in connection with such cancellation, either (1) cancellation arrange for a sale (at par) of such Commitment and all outstanding Loans held by such Lender pursuant to the terms of Section 13.3 and such Lender will promptly enter into ------------ any such sale arranged by the Company or (2) offer such Commitment and all outstanding Loans held by such Lender to all of the other Lenders pursuant to the procedure set forth in Section 2.5.11(ii) belowCompany.