Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreement, the Commitments shall automatically terminate on the Maturity Date. (b) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms terminated, all of this Agreement, the Commitments shall automatically will terminate on the Maturity Revolving Availability Termination Date. (b) The Borrowers may at any time terminate the Secured Facility Commitments upon (i) or the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit Unsecured Facility Commitments (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit both) in whole or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the CommitmentsSecured Facility Commitments or the Unsecured Facility Commitments (or both) in part; provided that (i) the amount of each reduction (as distinct from termination in whole) of the aggregate Commitments a Facility shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and 5,000,000, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, (a) after giving effect thereto, the total Secured Facility Exposures would exceed the Total Secured Facility Commitment, (iii) the Borrowers shall not terminate or reduce the Unsecured Facility Commitments if, after giving effect thereto and to any concurrent prepayment of the Loans in accordance with pursuant to Section 2.10, the Aggregate Exposure total Unsecured Facility Exposures would trigger a mandatory prepaymentexceed the Total Unsecured Facility Commitment, or an obligation to deliver cash collateraland (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, or both, under Section 2.11(b)(i) or (b) after giving effect to such reductionthereto, the Aggregate Commitment shall outstanding Commitments would be less than $30,000,00050,000,000. (dc) The Administrative Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the any Commitments under Sections 2.09(aSection 2.08(b), (b) or (c) at least three five (35) Business Days prior to before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower Agent pursuant to this Section 2.09(d) shall will be irrevocable; provided that a any such notice of termination of the terminating any Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower Agent (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Lenders in accordance with their respective Secured Facility Commitments; and any termination or reduction of the Unsecured Facility Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Facility Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with The Borrower may, upon at least three Domestic Business Days' notice to the terms Agent, (i) terminate the Commitments at any time, if no Loans are outstanding at such time, or (ii) ratably reduce from time to time by an aggregate amount of this Agreement$10,000,000 or a larger multiple of $1,000,000, the aggregate amount of the Commitments in excess of the aggregate outstanding principal amount of the Loans. Promptly after receiving a notice pursuant to this subsection, the Administrative Agent shall automatically terminate on notify each Lender of the Maturity Datecontents thereof. (b) The Borrowers may at Within five Domestic Business Days after the Borrower or any time terminate Subsidiary receives any Net Cash Proceeds of a Commitment Reduction Event, the Commitments upon shall be reduced ratably by an aggregate amount equal to the amount of such Net Cash Proceeds; provided that: (i) if the payment in full amount of all outstanding Loanssuch reduction is less than $25,000,000, together with accrued and unpaid interest thereon, such reduction shall be deferred until the aggregate amount by which the Commitments are required to be reduced pursuant to this Section (including such deferred amounts) is not less than $25,000,000; and (ii) if, by reason of any such reduction, this subsection would otherwise require Euro-Dollars Loans or portions thereof to be prepaid prior to the cancellation and return last day of all outstanding Letters of Credit (or alternativelythe applicable Interest Period, with respect such reduction shall be deferred to each such Letter of Credit, the furnishing to last day unless the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) otherwise notifies the payment in full Borrower upon the instruction of the accrued Required Lenders. The Borrower shall give the Administrative Agent at least three Domestic Business Days' notice of each reduction of the Commitments pursuant to this subsection. If, after giving effect to any reduction of the Commitments pursuant to this subsection, the aggregate outstanding principal amount of the Loans would exceed the aggregate amount of the Commitments, the Borrower shall prepay, pursuant to and unpaid feesin accordance with Section 2.08, including any payments required under Section 2.16, and (iv) a sufficient aggregate principal amount of the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonLoans to eliminate such excess. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments ifUnless previously terminated, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 terminate on the Commitments shall be made ratably among the Lenders in accordance with their respective CommitmentsTermination Date.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this AgreementThe Company may, the Commitments shall automatically terminate on the Maturity Date. (b) The Borrowers may at any time terminate the Commitments its discretion, upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing written notice to the Administrative Agent of a cash deposit Agent, terminate the Aggregate Commitments, or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time permanently reduce the Aggregate Commitments; provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the aggregate Commitments shall be in an aggregate amount that is an integral multiple of at least $1,000,000 and not less than $1,000,000 or, if less, the entire Aggregate Commitments and (iiiii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, (a) after giving effect thereto and to any concurrent prepayment prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. The Borrower will be required to pay the Makewhole Fee, applicable amounts under Sections 3.01 and 3.05 and other amounts applicable for the terminated portion of the Loans Facility; provided that a Makewhole Fee will not be payable in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(ievent that (i) or (b) after giving effect to such reduction, Borrower exercises the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election right to terminate or reduce the Commitments Facility described in this Section 2.04 following the assertion of claims for additional amounts under Sections 2.09(a), (b) 3.01 and 3.04 that exceed an amount equal to 0.10% per annum times the Aggregate Commitments or (cii) at least three Borrower exercises the right to terminate the Facility (3in whole) described in this Section 2.04 if (A) not less than 20 Business Days prior to such exercise, Borrower requested in writing the consent of the Administrative Agent and the Required Lenders to (x) a proposed Permitted Reorganization or (y) the Investment Adviser ceasing to be an Affiliate of Borrower Parent, (B) at least 10 Business Days have passed since such request and (C) Borrower has not received such consents. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 in accordance with their respective Commitmentstermination.

Termination or Reduction of Commitments. (a) Unless previously terminated Notwithstanding anything to the contrary contained in accordance with the terms of this Agreement, each of the Commitments shall automatically terminate on upon the Maturity Dateearlier to occur of (i) the occurrence of any Change in Control or (ii) any sale, transfer or other disposition of the Service Area Network or any material portion thereof. (b) The Borrowers may at Notwithstanding anything to the contrary contained in this Agreement, on the date Holdings receives any time terminate the Commitments upon (i) the payment in full net proceeds of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return any issuance of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of CreditHoldings Senior Notes, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Aggregate Commitments shall be in reduced by an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments ifsuch that, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) immediately after giving effect to such reduction, the sum of (i) the aggregate outstanding principal amount of the Loans, plus (ii) the aggregate outstanding principal amount of the Loans then previously required to be prepaid or paid in accordance with Section 2.7 or Section 2.3, respectively, plus (iii) the amount of the Aggregate Commitment Commitments does not exceed $175,000,000. All reductions of the Aggregate Commitments pursuant to this Section 2.13(b) shall be less than $30,000,000applied pro rata to reduce the Tranche A Commitments, the Tranche B Commitments and the Tranche C Commitments (based upon the outstanding principal amounts of such Commitments). (c) Notwithstanding anything to the contrary contained in this Agreement, each of the Tranche A Commitments, the Tranche B Commitments and the Tranche C Commitments shall automatically be reduced, concurrently with the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, respectively, by an amount equal to the principal amount of such Tranche A Loans, Tranche B Loans or Tranche C Loans, respectively, advanced; provided, however, that, at the election of the Borrower and subject to the terms and provisions of this Agreement, any of the Tranche A Loans, the Tranche B Loans and/or the Tranche C Loans may be, at the election of the Borrower by its giving of _____ Business Days' prior written notice of such election to the Administrative Agent, increased by an amount not to exceed the amount by which such Commitment was previously reduced pursuant to Section 2.13(b). (d) The Administrative Borrower shall notify have the Administrative Agent of any election right to terminate or reduce in part the unused portion of the Tranche A Commitments, the Tranche B Commitments under Sections 2.09(a), (b) or (c) and the Tranche C Commitments at least three (3) Business Days any time and from time to time prior to the effective date of Tranche A Commitment Termination Date, the Tranche B Commitment Termination Date and the Tranche C Commitment Termination Date, respectively; provided, however, that no such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) reduction shall be irrevocable; provided that a effective unless the Borrower shall have given notice of termination of the Commitments delivered by the Administrative Borrower may state that each such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction as provided in Section 2.9, and each partial reduction of the Commitments shall be permanent. Each reduction in an aggregate amount at least equal to $3,000,000 or an integral multiple of $100,000 in excess thereof. (e) Except as provided in Section 2.13(c), the Commitments shall may not be made ratably among the Lenders in accordance with their respective Commitmentsreinstated after they have been terminated or increased after they have been reduced.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the Commitments shall automatically will terminate on the Maturity Date. (b) The Borrowers Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce reduce, the Commitments; provided that (i) the amount of each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrowers Borrower shall not terminate or reduce the Commitments if, after giving effect thereto and to any concurrent prepayment of Revolving Loans pursuant to Section 2.10, the total Exposures would exceed the total Commitments and (iii) the Borrower shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10thereto, the Aggregate Exposure outstanding Commitments would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000200,000,000. (dc) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(aSection 2.08(b), (b) or (c) at least three (3) Business Days prior to before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall will be irrevocable; provided that a any such notice of termination of terminating the Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Lenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Xerox may, upon at least two Business Days' notice to the Funding Agent (which notice the Funding Agent shall promptly transmit to each Lender), terminate the Commitments in whole or reduce the Commitments ratably in part; provided that (i) each partial reduction shall be in the amount of $10,000,000 or an integral multiple thereof, (ii) immediately after any such reduction or termination of the Commitments, the aggregate Dollar Amount of all Outstanding Advances shall not exceed the aggregate amount of the Commitments and (iii) simultaneously with each such reduction or with a termination of the Commitments, Xerox shall pay to the Funding Agent the facility fee accrued on the amount of the Commitment so terminated or reduced through the date thereof, together with any reimbursement payable pursuant to Section 10.05(b). Unless previously terminated in accordance with the terms of this Agreementterminated, the Commitments shall automatically terminate on the Maturity Termination Date. (b) The Borrowers may Xerox may, upon at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing least two Business Days' notice to the Administrative Funding Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)(which notice the Funding Agent shall promptly transmit to the relevant Swingline Banks), (iii) terminate in whole or reduce ratably in part the payment in full of French Franc Swingline Commitments or the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Sterling Swingline Commitments; provided that (i) each partial reduction of the aggregate Commitments shall be in an the amount that is of $10,000,000 or an integral multiple of $1,000,000 and not less than $1,000,000 thereof and (ii) immediately after any such reduction or termination, the Borrowers aggregate Dollar Amount of all outstanding French Franc Swingline Advances or Sterling Swingline Advances, as the case may be, shall not reduce exceed the Commitments if, (a) after giving effect to any concurrent prepayment aggregate amount of the Loans in accordance with Section 2.10French Franc Swingline Commitments or Sterling Swingline Commitments, as the Aggregate Exposure would trigger a mandatory prepaymentcase may be. Unless previously terminated, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, all the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 Swingline Commitments shall be permanent. Each reduction of terminate on the Commitments shall be made ratably among the Lenders in accordance with their respective CommitmentsSwingline Termination Date.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the Commitments shall automatically terminate on the Maturity Date. (b) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) exceed the Borrowing Base then in effect or (b) after giving effect to such reduction, the Aggregate Commitment aggregate Commitments shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the Commitments shall automatically will terminate on the Maturity Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce reduce, the Commitments; provided that (i) the amount of each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 5,000.000 and (ii) the Borrowers Borrower shall not terminate or reduce the Commitments if, after giving effect thereto and to any concurrent prepayment of Revolving Loans pursuant to Section 2.10, the total Exposures would exceed the total Commitments and (iii) the Borrower shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10thereto, the Aggregate Exposure outstanding Commitments would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,00050,000,000. (dc) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(aSection 2.08(b), (b) or (c) at least three (3) one Business Days prior to Day before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall will be irrevocable; provided that a any such notice of termination of terminating the Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Lenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with terminated, (i) the terms of this Agreement, Term Commitments will terminate on the Effective Date immediately after the closing hereunder and (ii) the Revolving Commitments shall automatically will terminate on the Maturity Date. (b) The Borrowers Xerox may at any time terminate terminate, or from time to time reduce, the Commitments upon Revolving Commitments, provided that (iA) the payment in full amount of all outstanding Loanseach reduction of the Revolving Commitments shall be the amount of $10,000,000 or an integral multiple thereof and (B) Xerox shall not terminate or reduce the Revolving Commitments if, together with accrued after giving effect thereto and unpaid interest thereon, (ii) the cancellation and return to any concurrent prepayment of all outstanding Letters of Credit (or alternatively, with respect Revolving Loans pursuant to each such Letter of CreditSection 2.09, the furnishing to total Revolving Exposures would exceed the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereontotal Revolving Commitments. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower Xerox shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under Sections 2.09(a), (b) or (cSection 2.07(b) at least three (3) two Business Days prior to before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower Xerox pursuant to this Section 2.09(d2.07(c) shall will be irrevocable; , provided that a any such notice of termination of terminating the Revolving Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower Xerox (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the Commitments shall automatically will terminate on the Maturity Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (whole or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the CommitmentsCommitments in part; provided that (i) the amount of each reduction (as distinct from termination in whole) of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and 5,000,000, (ii) the Borrowers Borrower shall not terminate or reduce the Commitments if, (a) after giving effect thereto and to any concurrent prepayment of the Loans in accordance with pursuant to Section 2.10, the Aggregate Exposure total Exposures would trigger a mandatory prepaymentexceed the total Commitments and (iii) the Borrower shall not reduce (as distinct from terminate in whole) the Commitments if, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reductionthereto, the Aggregate Commitment shall outstanding Commitments would be less than $30,000,00050,000,000. (dc) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(aSection 2.08(b), (b) or (c) at least three five (35) Business Days prior to before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall will be irrevocable; provided that a any such notice of termination of terminating the Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Lenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated The Borrowers may, upon irrevocable (except as set forth in accordance with the terms remainder of this Agreementparagraph) notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Commitments Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce (and the Commitment of each Lender shall automatically terminate be reduced on a pro rata basis) the Maturity Date. (b) The Borrowers may at any time terminate Aggregate Commitments, the Commitments upon Letter of Credit Sublimit or the Swing Line Sublimit; provided, that, (i) any such notice shall be received by the payment in full Administrative Agent not later than 2:00 p.m. three Business Days prior to the date of all outstanding Loans, together with accrued and unpaid interest thereontermination or reduction, (ii) any such partial reduction of the cancellation and return of all outstanding Letters Aggregate Commitments, the Letter of Credit (Sublimit or alternatively, with respect to each such Letter the Swing Line Sublimit shall be in an aggregate amount of Credit, the furnishing to the Administrative Agent $10,000,000 or any whole multiple of a cash deposit or standby letter(s) of credit as required by Section 2.06(c))$1,000,000 in excess thereof, (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (aA) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under Sections 2.09(a)if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (bB) terminate or (c) at least three (3) Business Days prior to reduce the effective date Letter of such termination or reductionCredit Sublimit if, specifying such election and the effective date thereof. Promptly following receipt of any noticeafter giving effect thereto, the Administrative Agent shall advise Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the affected Lenders Letter of Credit Sublimit, and (C) terminate or reduce the contents thereofSwing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. Each notice delivered by the Administrative Lead Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided provided, that a such notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments indentures or financing transactionssimilar agreements related to the incurrence of indebtedness or the consummation of a transaction constituting a Change of Control, in which case such notice may be revoked by the Administrative Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any . (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. All fees (including, without limitation, commitment fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be permanentpaid on the effective date of such termination. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.100

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms terminated, all of this Agreement, the Commitments shall automatically will terminate on the Maturity Date. (b) The Borrowers may at any time terminate the Facility Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (whole or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the CommitmentsFacility Commitments in part; provided that (i) the amount of each reduction (as distinct from termination in whole) of the aggregate Facility Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 5,000,000, (ii) [reserved], (iii) the Borrowers shall not terminate or reduce the Facility Commitments if, after giving effect thereto and to any concurrent prepayment of Loans pursuant to Section 2.10, the total Facility Exposures would exceed the Total Facility Commitment, and (iiiv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10thereto, the Aggregate Exposure outstanding Commitments would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,00050,000,000. (dc) The Administrative Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the any Commitments under Sections 2.09(aSection 2.08(b), (b) or (c) at least three five (35) Business Days prior to before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower Agent pursuant to this Section 2.09(d) shall will be irrevocable; provided that a any such notice of termination of the terminating any Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower Agent (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Facility Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Lenders in accordance with their respective Facility Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with terminated, (i) the terms of this Agreement, the 364-Day Commitments shall automatically will terminate on the Maturity 364-Day Revolving Availability Termination Date, and (ii) the Five-Year Commitments will terminate on the Five-Year Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce reduce, the 364-Day Commitments; provided that (i) the amount of each reduction of the aggregate 364-Day Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrowers Borrower shall not terminate or reduce the 364-Day Commitments if, (a) after giving effect thereto and to any concurrent prepayment of the 364-Day Revolving Loans in accordance with pursuant to Section 2.102.11, the Aggregate Exposure Total 364-Day Outstanding Amount would trigger a mandatory prepaymentexceed the Total 364-Day Commitment and (iii) the Borrower shall not reduce the 364-Day Commitments if, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reductionthereto, the Aggregate Commitment shall outstanding Commitments would be less than $30,000,00050,000,000. (c) The Borrower may at any time terminate, or from time to time reduce, the Five-Year Commitments; provided that (i) the amount of each reduction of the Five-Year Commitments shall be an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Five-Year Commitments if, after giving effect thereto and to any concurrent prepayment of Five-Year Revolving Loans pursuant to Section 2.11, the Total Five-Year Outstanding Amount would exceed the Total Five-Year Commitment and (iii) the Borrower shall not reduce the Five-Year Commitments if, after giving effect thereto, the outstanding Commitments would be less than $75,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (bSection 2.09(b) or (c) ), at least three (3) one Business Days prior to Day before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall will be irrevocable; provided that a any such notice of termination of the terminating Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among among, as appropriate, the 364-Day Lenders or the Five-Year Lenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with The Borrowers shall have the terms right, upon not less than five Business Days' written notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount thereof; provided, (i) that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of this Agreementthe Loans made on the effective date thereof, the then outstanding principal amount of the Loans would exceed the amount of the Commitments then in effect, and (ii) any reduction pursuant to subsections 2.5(a) and (b) shall automatically terminate on be applied in equal amounts between the Maturity DateCommitments and the 364-Day Commitments. Any such reduction shall be in an amount of $10,000,000, or a whole multiple of $5,000,000 in excess thereof, and shall reduce permanently the amount of such Commitments then in effect. (b) The Unless an Event of Default has occurred and is continuing, the Borrowers may at any time shall have the right, in their sole discretion, to terminate the Commitments upon Commitment of any Lender by giving the Administrative Agent and such Lender a written notice setting forth its election and a termination date (the "Early Commitment Termination Date"), which date shall not be earlier than 30 days after the date on which such notice has been given, except as otherwise provided in subsections 2.14(c), 2.15 and 2.16(f). On the Early Commitment Termination Date, such Lender's Commitment shall terminate and the Borrowers shall (i) the payment in full prepay all of all such Lender's outstanding Loans, Loans together with interest thereon accrued to such Early Commitment Termination Date and unpaid interest thereonany amounts payable pursuant to subsection 2.17, (ii) the cancellation and return of pay all outstanding Letters of Credit (or alternatively, Commitment Fees accrued to such Early Commitment Termination Date with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), Lender's Commitment and (iii) the payment in full of the accrued and unpaid feespay all amounts then owing to such Lender pursuant to subsections 2.14, including any payments required under Section 2.16, 2.17 and (iv) 9.5 for which demand has been made to the payment Borrowers prior to such Early Commitment Termination Date. Upon termination of such Lender's Commitment in full of all reimbursable expenses and other Obligations together accordance with accrued and unpaid interest thereonthis subsection 2.5(b), such Lender shall cease to be a party hereto. (c) The In the event that the Borrowers may from time elect to time reduce terminate the Commitments; provided that (i) each reduction Commitment of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) any Lender pursuant to subsection 2.5(b), the Borrowers shall not reduce have the right, in their sole discretion, upon notice to the Administrative Agent, to request one or more Lenders or Purchasing Lenders, or to seek another lender, to acquire, pursuant to subsection 9.6(c), such terminated Commitment and all amounts owing to such Lender in respect of its Loans hereunder; provided, however, that if such terminated Commitments if, (a) after giving effect to any concurrent prepayment are in the aggregate greater than 15% of the Loans in accordance with Section 2.10then aggregate Commitments, the Aggregate Exposure would trigger Borrowers will replace such terminated Lender or Lenders with one or more replacement lenders (which may be a mandatory prepaymentLender or Lenders) which will acquire on the date of such termination, pursuant to subsection 9.6(c), an amount of such terminated Commitment or an obligation to deliver cash collateralCommitments, or bothas applicable, under Section 2.11(b)(i) or (b) which will result in the then aggregate Commitments, after giving effect to such reductionacquisition, being at least 85% of the Aggregate Commitment shall aggregate Commitments as of the Closing Date (as the same may be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election reduced pursuant to terminate or reduce the Commitments under Sections 2.09(asubsection 2.5(a), (b) or (c) 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 but excluding any notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower reductions pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 in accordance with their respective Commitmentssubsection 2.5(b)).

Termination or Reduction of Commitments. (a) Unless previously terminated Upon at least two (2) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Agent at the Agent’s Office (which notice the Agent shall promptly transmit to each of the New Money Lenders), the Borrower shall have the right, without premium or penalty, on any day, to permanently terminate or reduce the Commitments, as determined by the Borrower, in whole or in part; but (i) any such termination or reduction shall apply ratably to reduce each New Money Lender’s Commitment, (ii) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $10,000,000 and in an integral multiple of $2,500,000 in excess thereof and (iii) after giving effect to such termination or reduction and to any prepayments of New Money Loans and to the cancellation or Cash Collateralization of Letters of Credit (or other arrangements with respect thereto satisfactory to the applicable Letter of Credit Issuer and the Agent) made on the date thereof in accordance with the terms of this Agreement, the Commitments Total Exposure shall automatically terminate on not exceed the Maturity DateLoan Limit in effect at such date. (b) The Borrowers Borrower may at any time terminate the Commitments unused amount of the Commitment of a Defaulting Lender upon not less than two (i2) Business Days’ prior notice to the payment Agent (which will promptly notify the New Money Lenders thereof), and in full such event the provisions of Section 2.15(f) will apply to all outstanding Loansamounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, together with accrued and unpaid interest thereoninterest, (ii) fees, indemnity or other amounts), but such termination will not be deemed to be a waiver or release of any claim the cancellation and return of all outstanding Letters Borrower, the Agent, any Letter of Credit (Issuer or alternatively, with respect to each any Lender may have against such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonDefaulting Lender. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments ifUnless previously terminated, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 terminate on the Commitments shall be made ratably among the Lenders in accordance with their respective CommitmentsTermination Date.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this AgreementThe Borrower may, the Commitments shall automatically terminate on the Maturity Date. (b) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing notice to the Administrative Agent of a cash deposit Agent, terminate the Commitments, or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments any such notice shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify received by the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) at least not later than 11:00 a.m. three (3) Business Days prior to the effective date of such termination or reduction, specifying (ii) any such election partial reduction shall be (A) in the case of the Term Loans, in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof, and (B) in the effective date case of the Revolving Loans, in an aggregate amount of $100,000 or any whole multiple of $50,000 in excess thereof; and (iii) the Borrower may not reduce the Revolving Loan Commitments to an amount less than the Letter of Credit Usage then outstanding. Promptly following receipt The Administrative Agent will promptly notify the applicable Lenders of any notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a such notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 any of the Commitments shall be permanentCommitments. Each Any reduction of the Term Loan Commitments shall be made ratably among the Term Loan Lenders in accordance with their respective Term Loan Commitments. All commitment fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination. (b) If the Borrowing of the Refinancing Term Loans has not been made on or before January 9, 2006, the Administrative Agent (acting at the direction of the Required Lenders) may, by written notice to the Borrower, terminate the Commitments of the Lenders with respect to each of the Loans, which termination shall become effective immediately. (c) If the Borrowing of Trajen Acquisition Term Loans has not been made on or before December 31, 2006, the Administrative Agent (acting at the direction of the Required Lenders) may, by written notice to the Borrower, terminate the Commitments of the Lenders with respect to each of the Loans, which termination shall become effective immediately; provided that if the Borrowing of Trajen Acquisition Term Loans in a principal amount of less than $180,000,000 is made on or prior to such date, then any undrawn Term Loan Commitments as of such date shall be terminated. (d) Any termination or reduction of any of the Commitments shall be permanent.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the Commitments shall automatically will terminate on the Maturity Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce reduce, the Commitments; provided that (i) the amount of each reduction of the aggregate Commitments 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 (ii) the Borrowers Borrower shall not terminate or reduce the Commitments if, after giving effect thereto and to any concurrent prepayment of Revolving Loans pursuant to Section 2.10, the total Exposures would exceed the total Commitments and (iii) the Borrower shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10thereto, the Aggregate Exposure outstanding Commitments would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (dc) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(aSection 2.08(b), (b) or (c) at least three (3) one Business Days prior to Day before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall will be irrevocable; provided that a any such notice of termination of terminating the Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Lenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the Commitments shall automatically terminate on the Maturity Date. (b) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger exceed the Borrowing Base then in effecttrigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate aggregate CommitmentsAggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the Commitments shall automatically will terminate on the Maturity Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce reduce, the Commitments; provided that (i) the amount of each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrowers Borrower shall not terminate or reduce the Commitments if, after giving effect thereto and to any concurrent prepayment of Revolving Loans pursuant to Section 2.10, the Total Outstanding Amount would exceed the Total Commitment and (iii) the Borrower shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10thereto, the Aggregate Exposure outstanding Commitments would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,00075,000,000. (dc) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(aSection 2.08(b), (b) or (c) at least three (3) one Business Days prior to Day before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall will be irrevocable; provided that a any such notice of termination of terminating the Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Lenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Unless previously The Revolving Commitments shall be reduced from time to time or terminated in accordance with the terms of this AgreementSection 2.10(b), and, unless previously terminated, the Revolving Commitments shall automatically will terminate on the Revolving Maturity Date. (b) The Borrowers Xerox may at any time terminate terminate, or from time to time reduce, the Commitments upon Revolving Commitments; provided that (iA) the payment in full amount of all outstanding Loanseach reduction of the Revolving Commitments shall be the amount of $10,000,000 or an integral multiple thereof and (B) Xerox shall not terminate or reduce the Revolving Commitments if, together with accrued after giving effect thereto and unpaid interest thereon, (ii) the cancellation and return to any concurrent prepayment of all outstanding Letters of Credit (or alternatively, with respect Revolving Loans pursuant to each such Letter of CreditSection 2.10, the furnishing to total Revolving Exposures would exceed the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereontotal Revolving Commitments. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower Xerox shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under Sections 2.09(aSection 2.07(b), (b) or (c) any required reduction of the Revolving Commitments under Section 2.10(b), at least three (3) two Business Days prior to before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower Xerox pursuant to this Section 2.09(d) shall will be irrevocable; provided that a any such notice of termination of terminating the Revolving Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower Xerox (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the Commitments shall automatically will terminate on the Maturity Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Commitments upon in whole or from time to time reduce the Commitments in part; provided that (i) the payment amount of each reduction (as distinct from termination in full whole) of all outstanding Loans, together with accrued the Commitments shall be an integral multiple of $5,000,000 and unpaid interest thereonnot less than $10,000,000, (ii) the cancellation Borrower shall not terminate or reduce the Commitments if, after giving effect thereto and return to any concurrent prepayment of all outstanding Letters of Credit (or alternatively, with respect Loans pursuant to each such Letter of CreditSection 2.10, the furnishing to total 36 Exposures would exceed the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), total Commitments and (iii) the payment Borrower shall not reduce (as distinct from terminate in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (ivwhole) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonCommitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(aSection 2.08(b), (b) or (c) at least three (3) Business Days prior to before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall will be irrevocable; provided that a any such notice of termination of terminating the Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Lenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated The Borrower shall have the right to irrevocably terminate the Commitments in full in connection with a prepayment of all the outstanding Loans in accordance with the terms of this Agreement, the Commitments shall automatically terminate on the Maturity DateSections 2.7 or 2.8. (b) The Borrowers may at Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to irrevocably terminate, or from time to time reduce, any time terminate of the Commitments upon Construction Loan Commitments; provided that (i) each reduction of such Construction Loan Commitments (other than a Construction Loan Commitment reduction to zero) shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 (or if less, the payment in full remaining amount of all outstanding Loans, together with accrued and unpaid interest thereonsuch Construction Loan Commitments), (ii) the cancellation and return of all outstanding Letters of Credit (Borrower shall not terminate or alternativelyreduce the Construction Loan Commitments that has been allocated to a Project under Annex 2 unless, with respect to each such Letter of Creditafter giving effect thereto, the furnishing remaining unused amount of the Construction Loan Commitments allocated to such Project, the amount of the Equity Commitment allocated to such Project and any other cash in the Construction Account allocated to such Project or the Loss Proceeds Account allocated to such Project is sufficient to fund all Project Costs (together with Punch List Items) projected to be incurred from the date of such irrevocable termination or reduction of such Construction Loan Commitments for such Project through Final Completion of such Project, as certified to the Administrative Agent of a cash deposit or standby letter(s) of credit as required Lenders by Section 2.06(c)), the Borrower and confirmed by the Independent Engineer and (iii) the payment in full no such termination or reduction would reasonably be expected to cause a Default or Event of Default. Any such termination or reduction of the accrued and unpaid fees, including any payments required under Construction Loan Commitments set forth in this Section 2.16, and (iv) 2.10 shall permanently reduce the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonConstruction Loan Commitments. (c) The Borrowers may Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent and the applicable Issuing Bank and Lender, to irrevocably terminate, or from time to time reduce irrevocably reduce, any of the LC Commitments; provided that (i) each reduction of the aggregate LC Commitments shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $1,000,000 and (or, if less, the remaining amount of the applicable LC Commitments), (ii) the Borrowers Borrower shall not terminate or reduce the DSR LC Commitments ifunless, (a) after giving effect to any concurrent prepayment of thereto, the Loans DSR Requirement shall be satisfied in accordance with Section 2.10the Depositary Agreement and (iii) the Borrower shall not terminate or reduce the Project LC Commitments unless it has demonstrated to the satisfaction of the Administrative Agent that, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) 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 affected Lenders all of the contents thereof. Each notice delivered by collateral, support and similar requirements then in effect under the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not Material Project Documents are satisfied. Any such termination or reduction of in the LC Commitments shall be permanent. Each reduction of permanently and irrevocably reduce the applicable LC Commitments shall be made ratably among the Lenders then in accordance with their respective Commitmentseffect.

Termination or Reduction of Commitments. Replacement of a --------------------------------------------------------- Certificate Bank. ---------------- 2.9.1. The Company may, upon at least three Domestic Business Days' notice to the Agent, (a) Unless previously terminate the Commitments at any time, if no Loans are outstanding at such time, or (b) ratably reduce from time to time by an aggregate amount of $25,000,000 or any larger multiple of $1,000,000, the aggregate amount of the Commitments in excess of the aggregate outstanding principal amount of the Loans. If the Commitments are terminated in their entirety, all fees accrued under Section 2.8 shall be payable on the effective date of such termination. Upon receipt of any notice pursuant to this Section 2.9.1, the Agent shall promptly notify each Bank of the contents thereof. 2.9.2. The Commitments shall terminate on the Termination Date and any Loans then outstanding (together with accrued interest thereon) shall be due and payable on such date. (a) Notwithstanding any other provisions of this Agreement or the Notes, the Company, at any time after any Bank has delivered a notice or certificate pursuant to Section 2.7.4(b), 2.16 or 2.17.3 (in any case, a "Certificate Bank"), shall have the right to replace the Certificate Bank in accordance with the terms of this Agreement, the Commitments shall automatically terminate on the Maturity DateSection 2.9.3. (b) The Borrowers may at any time terminate Company, in exercising its right to replace the Commitments upon Certificate Bank, shall (i) reduce the payment in full Commitment of all outstanding Loans, together with accrued such Bank to zero and unpaid interest thereon, (ii) (A) agree with one or more Banks to increase the cancellation respective Commitment of such Bank by an aggregate amount not in excess of the Commitment of the Certificate Bank, in full substitution of the Certificate Bank, or (B) add one or more additional banks as signatories to this Agreement for Commitments not in excess of the Commitment of the Certificate Bank, in full substitution of the Certificate Bank, or (C) any combination of increases in Commitments pursuant to (A) above and return additional new banks pursuant to (B) above, so long as the aggregate sum of the increases in Commitments plus the additional Commitments of the additional banks equals the Commitment of the Certificate Bank and such increases in Commitments and additional Commitments shall become effective concurrently with the reduction of the Commitment of the Certificate Bank. Any new bank becoming a signatory to this Agreement shall, without further action, be considered a Bank for all outstanding Letters purposes of Credit (or alternatively, with respect to each such Letter this Agreement at the time of Credit, the furnishing to the Administrative Agent execution of a cash deposit or standby letter(s) counterpart of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonthis Agreement. (c) The Borrowers may from time Company shall have the right to time reduce select any additional bank or banks to become signatories to this Agreement pursuant to Section 2.9.3(b) above, subject to the Commitments; provided that (i) each reduction consent of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers Agent, which consent shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000unreasonably withheld. (d) The Administrative Borrower shall notify A Certificate Bank may be replaced within 30 days after the Administrative Agent of any election date such Certificate Bank has delivered a certificate or notice pursuant to terminate or reduce the Commitments under Sections 2.09(aSection 2.7.4(b), (b) 2.16 or (c) 2.17.3 or at any time thereafter during the period that such Certificate Bank is accruing charges pursuant to Section 2.7.4, 2.16 or 2.17, provided that notice of such replacement is given by the Company to the -------- Agent and such Certificate Bank at least three (3) Domestic Business Days prior to the effective date of such termination or reduction, specifying such election replacement and the effective date thereof. Promptly following receipt Company complies with the provisions of any notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Section 2.12. (e) Each notice delivered by the Administrative Borrower Bank or additional bank which replaces a Certificate Bank pursuant to this Section 2.09(d2.9.3 shall acquire all (or if more than one Bank or bank is replacing a Certificate Bank pursuant to this Section 2.9.3, all of such Banks or banks shall in the aggregate severally acquire all) of the then outstanding Loans of the Certificate Bank under such terms with respect to the amounts to be paid as interest thereon as may be agreed to by the Company, such Certificate Bank and such Bank(s) or bank(s). The Company shall promptly give notice of such terms to the Agent so that the Agent may send notices to the Company and distribute payments of interest to the Banks in accordance therewith. (f) After a Certificate Bank is replaced pursuant to this Section 2.9.3, it shall have no further rights or obligations hereunder (and shall no longer be irrevocable; a "Bank" for purposes hereof), provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice replaced -------- Certificate Bank shall retain its rights and obligations as a Bank hereunder with respect to the Administrative Agent on or prior period before it was so replaced (except to the specified effective date) if extent that it shall have assigned or otherwise transferred such condition is not satisfied. Any termination rights to another Bank or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitmentsadditional bank).

Termination or Reduction of Commitments. (a) Unless previously terminated Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, to permanently terminate or reduce the Commitments, as determined by the Borrower, in whole or in part; but (i) any such termination or reduction shall apply ratably to reduce each Lender’s Commitment, (ii) any partial reduction pursuant to this Section shall be in the amount of at least $10,000,000 and in an integral multiple of $2,500,000 in excess thereof and (iii) after giving effect to such termination or reduction and to any prepayments of Loans and to the cancellation or Cash Collateralization of Letters of Credit (or other arrangements with respect thereto satisfactory to the applicable Letter of Credit Issuer and the Administrative Agent) made on the date thereof in accordance with the terms of this Agreement, the Commitments Total Exposure shall automatically terminate on not exceed the Maturity DateLoan Limit. (b) The Borrowers Borrower may at any time terminate the Commitments unused amount of the Commitment of a Defaulting Lender upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing not less than two Business Days’ prior notice to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)(which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (iii) the payment in full whether on account of the accrued and unpaid principal, interest, fees, including indemnity or other amounts), but such termination will not be deemed to be a waiver or release of any payments required under Section 2.16claim the Borrower, and (iv) the payment in full Administrative Agent, any Letter of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonCredit Issuer, any Swingline Lender or any Lender may have against such Defaulting Lender. (c) The Borrowers may from time to time reduce Total Commitment and the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Swingline Commitment shall be less than $30,000,000terminate at 5:00 p.m. on the Termination Date. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, to permanently terminate or reduce the Commitments, as determined by the Borrower, in whole or in part; provided that (i) any such termination or reduction shall apply ratably to reduce each Lender’s Commitment, (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $10,000,000 and in an integral multiple of $2,500,000 in excess thereof and (c) after giving effect to such termination or reduction and to any prepayments of Loans and to the cancellation or Cash Collateralization of Letters of Credit (or other arrangements with respect thereto satisfactory to the applicable Letter of Credit Issuer and the Administrative Agent) made on the date thereof in accordance with the terms of this Agreement, the Commitments Total Exposure shall automatically terminate on not exceed the Maturity DateLoan Limit. (b) The Borrowers Borrower may at any time terminate the Commitments unused amount of the Commitment of a Defaulting Lender upon not less than two (i2) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing Business Days’ prior notice to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)(which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (iii) the payment in full whether on account of the accrued and unpaid principal, interest, fees, including indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any payments required under Section 2.16claim the Borrower, and (iv) the payment in full Administrative Agent, any Letter of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonCredit Issuer, any Swingline Lender or any Lender may have against such Defaulting Lender. (c) The Borrowers may from time to time reduce Total Commitment and the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Swingline Commitment shall be less than $30,000,000terminate at 5:00 p.m. on the Termination Date. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 in accordance with their respective Commitments.

Termination or Reduction of Commitments. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 43 3ACTIVE 221393034 (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the all Revolving Commitments shall automatically terminate on the Maturity Revolving Termination Date. Any Term Loan Commitment shall terminate upon the funding of the related Term Loan. (b) The Co-Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the aggregate Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Co-Borrowers shall not terminate or reduce the Revolving Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.102.12, (A) the Aggregate Dollar Amount any Bank’s Revolving Credit Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) exceed its Revolving Commitment or (bB) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000sum of the Dollar Amount of Total Revolving Credit Exposure plus the aggregate principal amount of outstanding Money Market Loans would exceed the total Revolving Commitments. (dc) The Administrative Borrower Carlisle shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under Sections 2.09(a), paragraph (b) or (c) of this Section at least three (3) Business Days (or such lesser period as the Administrative Agent shall agree to in writing) 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 affected Lenders Banks of the contents thereof. Each notice delivered by the Administrative Borrower Carlisle pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Administrative Borrower Carlisle may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments facilities or financing transactionsother transactions specified therein, in which case such notice may be revoked by the Administrative Borrower ▇▇▇▇▇▇▇▇ (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 Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders Revolving Banks in accordance with their respective Revolving Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the Commitments shall automatically will terminate on the Maturity Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce reduce, the Commitments; provided that (i) the amount of each reduction of the aggregate Commitments 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 (ii) the Borrowers Borrower shall not terminate or reduce the Commitments if, after giving effect thereto and to any concurrent prepayment of Revolving Loans pursuant to Section 2.10, the total Exposures would exceed the total Commitments and (iii) the Borrower shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10thereto, the Aggregate Exposure outstanding Commitments would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,00050,000,000. (dc) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(aSection 2.08(b), (b) or (c) at least three (3) one Business Days prior to Day before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall will be irrevocable; provided that a any such notice of termination of terminating the Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Lenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance The Borrowers may, upon not less than five (5) Business Days irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Tranche A-1 Revolving Loan Commitments (without penalty or payment of any kind), provided, that, the Borrowers shall have prepaid all Tranche A-1 Revolving Loans outstanding at the time of such termination with the terms proceeds of this AgreementTranche A Revolving Loans or otherwise. Once terminated, Borrowers may not request any Tranche A-1 Revolving Loans and the Tranche A-1 Revolving Loan Commitments shall automatically terminate on the Maturity Datemay not be reinstated. (b) The In addition, the Borrowers may at any may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate, in whole or in part, the Aggregate Tranche A Revolving Loan Commitments (but only if the Tranche A-1 Revolving Loan Commitments have previously been terminated and the Tranche A-1 Revolving Loans have been paid in full, or such Tranche A-1 Revolving Loan Commitments and Tranche A Revolving Loans are being terminated and paid in full simultaneously with such request for a reduction or termination of the Tranche A Revolving Loan Commitment), the Letter of Credit Sublimit or the Swing Line Sublimit or from time terminate to time permanently reduce, in whole or in part, the Commitments upon Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that, (i) any such notice shall be received by the payment in full Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of all outstanding Loans, together with accrued and unpaid interest thereontermination or reduction, (ii) the cancellation and return any such partial reduction shall be in a minimum amount of all outstanding Letters $2,500,000 or any whole multiple of Credit ($1,000,000 in excess thereof or alternatively, with respect to each in such Letter of Credit, the furnishing lesser amount equal to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c))remaining Aggregate Commitments, (iii) the payment in full Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the accrued and unpaid fees, including any payments required under Section 2.16Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (ivC) the payment Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. Once Borrowers have requested a reduction in full the amount of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonthe Tranche A Revolving Loan Commitments, Borrowers shall not request an increase of the Tranche A Tranche A Revolving Loan Commitments pursuant to Section 2.15. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments ifIf, (a) after giving effect to any concurrent prepayment reduction of the Loans in accordance with Section 2.10Tranche A Revolving Loan Commitments, the Aggregate Exposure would trigger a mandatory prepayment, Letter of Credit Sublimit or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Swing Line Sublimit exceeds the amount of the Aggregate Commitment Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be less than $30,000,000automatically reduced by the amount of such excess. (d) The Administrative Borrower shall Agent will promptly notify the Administrative Agent Tranche A Revolving Loan Lenders of any election to terminate termination or reduce reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Tranche A Revolving Loan Commitments under Sections 2.09(a)this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees (bincluding, without limitation, commitment fees, and Letter of Credit Fees) or (c) at least three (3) Business Days prior to and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid on 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 in accordance with their respective Commitmentstermination.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this AgreementThe Company may, the Commitments shall automatically terminate on the Maturity Date. (b) The Borrowers may at any time terminate the Commitments its discretion, upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing written notice to the Administrative Agent of a cash deposit Agent, terminate the Aggregate Commitments, or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time permanently reduce the Aggregate Commitments; provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the aggregate Commitments shall be in an aggregate amount that is an integral multiple of at least $1,000,000 and not less than $1,000,000 or, if less, the entire Aggregate Commitments and (iiiii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, (a) after giving effect thereto and to any concurrent prepayment prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. The Borrower will be required to pay the Makewhole Fee, applicable amounts under Sections 3.01 and 3.05 and other amounts applicable for the terminated portion of the Loans Facility; provided that a Makewhole Fee will not be payable in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(ievent that (i) or (b) after giving effect to such reduction, Borrower exercises the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election right to terminate or reduce the Commitments Facility described in this Section 2.04 following the assertion of claims for additional amounts under Sections 2.09(a), (b) 3.01 and 3.04 that exceed an amount equal to 0.10% per annum times the Aggregate Commitments or (cii) at least three Borrower exercises the right to terminate the Facility (3in whole) described in this Section 2.04 if (A) not less than 20 Business Days prior to such exercise, Borrower requested in writing the consent of the Administrative Agent and the Required Lenders to (x) a proposed Permitted Reorganization or (y) the Investment Adviser ceasing to be an Affiliate of Borrower Parent, (B) at least 10 Business Days have passed since such request and (C) Borrower has not received such consents. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination or reductiontermination. On each day on and after December 27, specifying such election and the effective date thereof. Promptly following receipt of any notice2015, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 Aggregate Commitments shall be permanent. Each reduction reduced without further action by any Person to the greater of (a) $100,000,000 and (b) the Outstanding Amount as of such date and the Borrower may, as provided in this Section 2.04, further reduce the Aggregate Commitments shall be made ratably among below the Lenders amount set forth in accordance with their respective Commitmentsclause (a).

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreement, the Commitments shall automatically terminate on the Maturity Date. (b) The Borrowers Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce time, upon notice to Agent, terminate all or any part of the Dollar Commitments or the Alternative Currency Commitments; provided that (i) each reduction of the aggregate Commitments any such notice shall be in an amount that is an integral multiple of $1,000,000 and received by Agent not less later than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) at least three (3) 11:00 a.m. five Business Days prior to the effective date of such termination or reduction, specifying (ii) any such election partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the effective date thereofDollar Equivalent of the Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) Borrower shall not terminate or reduce the Alternative Currency Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Dollar Equivalent of Revolving Outstandings denominated in Alternative Currencies would exceed the Alternative Currency Commitments. Promptly following receipt Agent will promptly notify the Lenders of any notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a such notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be permanentapplied to the Revolving Commitment of each Lender according to its Applicable Percentage. Each All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) Borrower may, upon notice to Agent, terminate the Aggregate Term Commitments, or from time to time permanently reduce the Aggregate Term Commitments; provided that (i) any such notice shall be received by Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) Borrower shall not terminate or reduce the Aggregate Term Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Term Outstandings would exceed the Aggregate Term Commitments. Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Term Commitments. Any reduction of Aggregate Term Commitments shall be made ratably among applied to the Lenders in accordance with their respective CommitmentsTerm Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Term Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrowers Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansor, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce time, reduce, the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $US$1,000,000 and not less than $1,000,000 US$5,000,000 and (ii) the Borrowers Borrower shall not terminate or reduce the Revolving Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.102.12, the Aggregate Exposure sum of the total Revolving Exposures would trigger exceed the total Revolving Commitments. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, (i) the Borrower shall, within three Business Days after such Net Proceeds are received, deliver to the Administrative Agent a mandatory prepayment, or certificate of a Financial Officer of the Borrower setting forth in reasonable detail the amount of the Net Proceeds received from such event and (ii) the Commitments of the Lenders shall be permanently reduced in an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect aggregate amount equal to such reduction, the Aggregate Commitment shall be less than $30,000,000Net Proceeds. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), paragraph (b) or (c) of this Section 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 such a notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 applicable Lenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this AgreementThe Borrower may, the Commitments shall automatically terminate on the Maturity Date. (b) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) at least three (3) Domestic Business Days prior Day’s irrevocable notice to the effective Administrative Agent, terminate at any time, or proportionately reduce from time to time by an aggregate amount of at least $10,000,000 or any larger multiple of $1,000,000, the Commitments of all of the Lenders; provided, however: (1) each termination or reduction, as the case may be, shall be permanent and irrevocable; (2) no such termination or reduction shall be in an amount greater than the sum of the Total Unused Revolver Commitments and the Total Unused Reducing Revolver Commitments on the date of such termination or reduction, specifying ; and (3) no such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower reduction pursuant to this Section 2.09(d) 2.08 shall be irrevocable; provided that a notice result in the aggregate Commitments of termination all of the Lenders being reduced to an amount less than $60,000,000, unless the Commitments delivered by of all of the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactionsLenders are terminated in their entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the effective date of such notice may termination. Each reduction shall be revoked by made ratably between the Administrative Borrower Revolver Commitments and the Reducing Revolver Commitments, and ratably among the Lenders in accordance with their respective Commitments. (by notice to b) On November 4, 2010, and on each anniversary thereof, the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Reducing Revolver Commitments shall be permanentreduced automatically by an aggregate amount equal to $1,670,000 in each case. Each such reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Reducing Revolver Commitments. (c) On the fifteenth (15th) day after receipt by the Administrative Agent of the Initial Equipment Appraisal, the Reducing Revolver Commitments shall be reduced automatically by an aggregate amount equal to the positive difference (if any) between (i) $25,000,000, and (ii) the sum of (x) $15,300,000 and (y) 80% of the net orderly liquidation value of the Borrower’s equipment as stated on the Initial Equipment Appraisal.

Termination or Reduction of Commitments. Borrower agrees to pay to Agent, for the ratable account of each Bank, as a consideration for its Commitment hereunder, a facility fee calculated at a rate or rates as hereinafter provided in this Section 2.5 (abased on a year having 360 days and calculated for the actual number of days elapsed) Unless previously terminated from the date hereof to and including the last day of the Commitment Period, on the average daily amount of such Bank's Commitment hereunder, payable on __________, 1996, and quarter- annually thereafter. The facility fee shall be calculated as follows at a rate expressed in accordance with the terms of this Agreement, the Commitments shall automatically terminate Basis Points per annum based on the Maturity Date. (b) The Borrowers ratings accorded to Borrower's senior unsecured long-term debt by S&P or Moody's, whichever is higher: S&P Rating Moody's Rating ▇▇▇▇▇ity Fee A or higher A2 or higher 8.00 Basis Points A- A3 10.00 Basis Points BBB+ Baa1 12.50 Basis Points BBB Baa2 15.00 Basis Points BBB- or less Baa3 or less 22.50 Basis Points Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce terminate in whole or ratably in part the Commitments; Commitments of the Banks hereunder to an amount not less than the aggregate principal amount of the loans then outstanding, by giving Agent not less than two (2) Cleveland banking days' notice, provided that (i) each reduction of the aggregate Commitments any such partial termination shall be in an aggregate amount that is an for all the Banks of Ten Million Dollars ($10,000,000) or any integral multiple thereof. The Agent shall promptly notify each Bank of $1,000,000 its proportionate amount and not less than $1,000,000 and (ii) the Borrowers date of each such termination. After each such termination, the facility fees payable hereunder shall not reduce be calculated upon the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans Banks as so reduced. If the Borrower terminates in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce whole the Commitments under Sections 2.09(a)of the Banks, (b) or (c) at least three (3) Business Days prior to on the effective date of such termination or reduction(the Borrower having prepaid in full the unpaid principal balance, specifying such election and the effective date thereof. Promptly following receipt of any noticeif any, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by Notes outstanding together with all interest (if any) and facility fees accrued and unpaid) all of the Administrative Borrower pursuant to this Section 2.09(d) Notes outstanding shall be irrevocable; provided that a notice of termination delivered to the Agent marked 'Cancelled' and redelivered to the Borrower. Any partial reduction in the Commitments of the Commitments delivered by Banks shall be effective during the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction remainder of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitment Period."

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with terminated, (i) each Term Commitment shall terminate at 5:00 p.m., New York City time, on the terms of this AgreementClosing Date, the Commitments (ii) each Revolving Commitment shall automatically terminate on the Maturity Date. (b) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued Date and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full obligations of each L/C Issuer to issue, amend, renew or extend Letters of Credit shall terminate on the accrued and unpaid feesdate on which the Aggregate Primary Revolving Commitments terminate or, including any payments required under Section 2.16if earlier, and (iv) on the payment in full Letter of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) Credit Expiration Date. The Borrowers may Company may, upon written notice to the Applicable Agent, terminate the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments, or from time to time permanently reduce the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments; provided that (i) each reduction any such notice shall be received by the Applicable Agent not later than 11:00 a.m., Specified Time, three Business Days, in the case of the aggregate Commitments Primary Revolving Subfacility, or four Business Days, in the case of the Singapore Revolving Subfacility, prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $10,000,000 or any whole multiple of $1,000,000 and not less than $1,000,000 and in excess thereof, (iiiii) the Borrowers Company shall not terminate or reduce the Aggregate Primary Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Primary Revolving Outstandings would exceed the Aggregate Primary Revolving Commitments, (aiv) the Company shall not terminate or reduce the Aggregate Singapore Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Singapore Revolving Outstandings would exceed the Aggregate Singapore Revolving Commitments and (v) if, after giving effect to any concurrent prepayment reduction of the Loans in accordance with Section 2.10Aggregate Primary Revolving Commitments, the Aggregate Exposure would trigger a mandatory prepayment, Letter of Credit Sublimit or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Swing Line Sublimit exceeds the amount of the Aggregate Commitment Primary Revolving Commitments, such Sublimit shall be less than $30,000,000. (d) The Administrative Borrower shall notify automatically reduced by the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) at least three (3) Business Days prior to the effective date amount of such termination or reduction, specifying excess. Any such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the affected Lenders notice of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Aggregate Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon the effectiveness occurrence of other credit facilities, debt instruments or financing transactionsthe events specified therein, in which case such notice may be revoked by the Administrative Borrower Company (by notice to the Administrative Applicable Agent on or prior to the specified effective datedate of effectiveness of such termination) if such condition is not satisfied. Any The Applicable Agent will promptly notify the applicable Revolving Lenders of any such notice of termination or reduction of the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments. The amount of any such Aggregate Primary Revolving Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments shall be permanent. Each reduction applied to the Commitment of the Commitments shall be made ratably among the Lenders applicable Class of each Lender in accordance with their respective Commitmentsits Share. All commitment fees accrued on the amount of the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments so terminated or reduced to the effective date of any such termination shall be paid on the effective date of such termination or reduction.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with If the terms of this AgreementAggregate Revolving Credit Commitments exceed $225,000,000, the Aggregate Revolving Credit Commitments shall be automatically terminate on and permanently reduced in an amount equal to one hundred percent (100%) of the Maturity DateNet Cash Proceeds of each private or public issuance of Indebtedness of the Borrower or any Restricted Subsidiary permitted by Section 8.03(g) that is issued after the Amendment No. 5 Effective Date but before the first Qualified Homebuilding Transaction; provided, however, that no such permanent reductions to the Aggregate Revolving Credit Commitments pursuant to this Section 2.07(a) shall reduce the Aggregate Revolving Credit Commitments to an amount less than $225,000,000. Each reduction to the Aggregate Revolving Credit Commitments shall be made within ten (10) Business Days of receipt of such Net Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance. (b) The Borrowers may at Aggregate Revolving Credit Commitments shall be automatically and permanently reduced so that, to the extent necessary to effect any time terminate permanent reduction hereunder, the Aggregate Revolving Credit Commitments upon do not exceed the following amounts on the following dates: (i) on March 31, 2009, the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, Aggregate Revolving Credit Commitments shall not exceed $400,000,000; (ii) the cancellation and return of all outstanding Letters of Credit (or alternativelyon June 30, with respect to each such Letter of Credit2009, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), Aggregate Revolving Credit Commitments shall not exceed $350,000,000; (iii) on September 30, 2009, the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, Aggregate Revolving Credit Commitments shall not exceed $300,000,000; and (iv) on December 31, 2009, the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereonAggregate Revolving Credit Commitments shall not exceed $250,000,000. (c) The Borrowers may In addition to any required permanent reductions of the Aggregate Revolving Credit Commitments effected under Section 2.06(d), Section 2.07(a) or Section 2.07(b), the Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the aggregate Commitments shall be in an aggregate amount that is an integral of $5,000,000 or any whole multiple of $1,000,000 and not less than $1,000,000 and in excess thereof, or the entire remaining Aggregate Revolving Credit Commitments, (iiiii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, and (aiv) if, after giving effect to any concurrent prepayment reduction of the Loans in accordance with Section 2.10Aggregate Revolving Credit Commitments, the Aggregate Exposure would trigger a mandatory prepayment, Letter of Credit - BA Sublimit or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Swing Line Sublimit exceeds the amount of the Aggregate Commitment Revolving Credit Commitments, such sublimit shall be less than $30,000,000automatically reduced by the amount of such excess. (d) The Administrative Borrower shall Agent will promptly notify the Administrative Agent Lenders of any election such notice of any such termination or reduction of the Aggregate Revolving Credit Commitments pursuant to terminate or reduce the Commitments under Sections 2.09(a), (bSection 2.06(d) or (cthis Section 2.07. Any reduction of the Aggregate Revolving Credit Commitments pursuant to Section 2.06(d) at least three (3) Business Days or this Section 2.07 shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Pro Rata Revolving Share. Any Commitment Fees accrued prior to effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 in accordance with their respective Commitmentstermination.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with terminated, (i) the terms of this Agreement, the Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrowers Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansor, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce time, reduce, the CommitmentsCommitments of any Class; provided that (i) each reduction of the aggregate Commitments of any Class shall be in an amount that is an integral multiple of $US$1,000,000 and not less than $1,000,000 and US$5,000,000, (ii) the Borrowers Borrower shall not terminate or reduce the US Dollar Tranche Revolving Commitments or the Multicurrency Tranche Revolving Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.102.13, the Aggregate Exposure sum of the total US Dollar Tranche Revolving Exposures or Multicurrency Tranche Revolving Exposures, as applicable, would trigger a mandatory prepaymentexceed the total US Dollar Tranche Revolving Commitments or Multicurrency Tranche Revolving Commitments, as applicable, and (iii) the Borrower shall not terminate or an obligation to deliver cash collateralreduce any of the Revolving Commitments if, or both, under Section 2.11(b)(i) or (b) after giving effect to such reductionany concurrent prepayment of the Loans in accordance with Section 2.13, the Aggregate Commitment shall be less than $30,000,000sum of the total Revolving Exposures and the total Competitive Loan Exposures would exceed the total Revolving Commitments. (dc) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under Sections 2.09(a), paragraph (b) or (c) of this Section 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 such a notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of any of the Revolving Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination or Reduction of Commitments. (a) Unless previously terminated terminated, (i) the Term Commitments will (A) be permanently reduced, immediately upon the making of any Term Loans at any time during the Term Loan Availability Period, by an amount equal to the aggregate principal amount of such Term Loans and (B) to the extent then in accordance with the terms of this Agreementexistence, the Commitments shall automatically terminate on the last day of the Term Loan Availability Period and (ii) the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrowers Holdings may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce reduce, the CommitmentsCommitments of any Class; provided that (i) the amount of each reduction of the aggregate Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and 100,000 but not less than $1,000,000 500,000 and (ii) the Borrowers Holdings shall not terminate or reduce the Revolving Commitments if, (a) after giving effect thereto and to any concurrent prepayment of the Revolving Loans in accordance with pursuant to Section 2.10, the Aggregate Exposure total Revolving Exposures would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, exceed the Aggregate Commitment shall be less than $30,000,000total Revolving Commitments. (dc) The Administrative Borrower Holdings shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (cSection 2.07(b) at least three (3) Business Days prior to before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower Holdings pursuant to this Section 2.09(d) shall will be irrevocable; provided that a any such notice of termination of terminating the Revolving Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon on the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower Holdings (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall of any Class will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination or Reduction of Commitments. (ai) Unless previously terminated The Borrower shall have the right to terminate the Commitments in full in connection with a prepayment of all the outstanding Loans in accordance with Sections 2.7 or 2.8. (ii) The Borrower shall have the terms right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate, or from time to time reduce, any of this Agreementthe Construction Loan Commitments (and correspondingly terminate or reduce the Term Loan Commitments in the same amount); provided that (i) each reduction of such Construction Loan Commitments (other than a Construction Loan Commitment reduction to zero) shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 (or if less, the remaining amount of such Construction Loan Commitments), (ii) the Borrower shall not terminate or reduce the Construction Loan Commitments unless, after giving effect thereto, the remaining unused amount of the Construction Loan Commitments, the amount of the Equity Commitment and any other cash in the Construction Account or the Loss Proceeds Account is sufficient to fund all Project Costs (together with Punch List Items) projected to be incurred from the date of termination or reduction of Construction Loan Commitments through the Term Loan Conversion Date, as certified to the Lenders by the Borrower and confirmed by the Independent Engineer and (iii) no such termination or reduction would reasonably be expected to cause a Default or Event of Default. Any such termination or reduction of the Construction Loan Commitments (and corresponding reduction of the Term Loan Commitments) shall automatically terminate on permanently reduce the Maturity DateConstruction Loan Commitments and the Term Loan Commitments. (b) The Borrowers may at any time terminate Borrower shall have the Commitments right, upon not less than three (i3) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing Business Days’ notice to the Administrative Agent of a cash deposit and the applicable Issuing Banks, to terminate, or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce reduce, any of the LC Commitments; provided that (i) each reduction of the aggregate LC Commitments shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $1,000,000 and (or, if less, the remaining amount of the applicable LC Commitments), (ii) the Borrowers Borrower shall not terminate or reduce the DSR LC Commitments ifunless, (a) after giving effect to any concurrent prepayment of thereto, the Loans DSR Requirement shall be satisfied in accordance with Section 2.10the Depositary Agreement and (iii) the Borrower shall not terminate or reduce the Project LC Commitments unless it has demonstrated to the satisfaction of the Administrative Agent that, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) 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 affected Lenders all of the contents thereof. Each notice delivered by collateral, support and similar requirements then in effect under the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not Material Project Documents are satisfied. Any such termination or reduction of in the LC Commitments shall be permanent. Each reduction of permanently reduce the applicable LC Commitments shall be made ratably among the Lenders then in accordance with their respective Commitmentseffect.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the unused Commitments shall automatically terminate on the Maturity Datelast day of the Commitment Period. (b) The Borrowers may If (i) a Mandatory Prepayment Event occurs at any time terminate during the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereonCommitment Period, (ii) the cancellation there are any unused Commitments on such date, and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment Borrower elects to reduce the Commitments in full lieu of making a mandatory prepayment of the accrued Loans pursuant to Section 2.5(b) (or there are no Loans outstanding), then on the date of such Mandatory Prepayment Event, the unused Commitments shall be reduced by an amount equal to the Net Cash Proceeds received by the Parent, the Borrower or any Subsidiary of the Borrower from such Mandatory Prepayment Event. On the date of such Mandatory Prepayment Event, the Borrower shall deliver to the Agent a certificate of a Responsible Officer of the Borrower confirming the Borrower’s election to reduce the Commitments (in lieu of making the mandatory prepayment of Loans) and unpaid feessetting forth in reasonable detail the calculation of the Net Cash Proceeds to be applied to such reduction of the Commitments, including any payments required under Section 2.16, and (iv) whereupon the payment in full Commitment of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereoneach Lender shall be reduced by an amount equal to such Lender’s Commitment Percentage of such Net Cash Proceeds. (c) The Borrowers Borrower may at any time terminate, or from time to time reduce reduce, the unused Commitments; provided that (i) each reduction of the aggregate unused Commitments shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,0005,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or paragraph (c) of this Section 2.10 by 2:00 p.m. at least three one (31) Business Days Day 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) 2.10 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 in accordance with their respective CommitmentsCommitment Percentages.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with The Borrowers shall have the terms right, upon not less than five Business Days' written notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount thereof; provided, (i) that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of this Agreementthe Loans made on the effective date thereof, the then outstanding principal amount of the Loans would exceed the amount of the Commitments then in effect, and (ii) any reduction pursuant to subsections 2.5(a) and (b) shall automatically terminate on be applied in equal amounts between the Maturity DateCommitments and the Three-Year Commitments. Any such reduction shall be in an amount of $10,000,000, or a whole multiple of $5,000,000 in excess thereof, and shall reduce permanently the amount of such Commitments then in effect. (b) The Unless an Event of Default has occurred and is continuing, the Borrowers may at any time shall have the right, in their sole discretion, to terminate the Commitments upon Commitment of any Lender by giving the Administrative Agent and such Lender a written notice setting forth its election and a termination date (the "Early Commitment Termination Date"), which date shall not be earlier than 30 days after the date on which such notice has been given, except as otherwise provided in subsections 2.14(c), 2.15 and 2.16(f). On the Early Commitment Termination Date, such Lender's Commitment shall terminate and the Borrowers shall (i) the payment in full prepay all of all such Lender's outstanding Loans, Loans together with interest thereon accrued to such Early Commitment Termination Date and unpaid interest thereonany amounts payable pursuant to subsection 2.17, (ii) the cancellation and return of pay all outstanding Letters of Credit (or alternatively, Commitment Fees accrued to such Early Commitment Termination Date with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), Lender's Commitment and (iii) the payment in full of the accrued and unpaid feespay all amounts then owing to such Lender pursuant to subsections 2.14, including any payments required under Section 2.16, 2.17 and (iv) 9.5 for which demand has been made to the payment Borrowers prior to such Early Commitment Termination Date. Upon termination of such Lender's Commitment in full of all reimbursable expenses and other Obligations together accordance with accrued and unpaid interest thereonthis subsection 2.5(b), such Lender shall cease to be a party hereto. (c) The In the event that the Borrowers may from time elect to time reduce terminate the Commitments; provided that (i) each reduction Commitment of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) any Lender pursuant to subsection 2.5(b), the Borrowers shall not reduce have the right, in their sole discretion, upon notice to the Administrative Agent, to request one or more Lenders or Purchasing Lenders, or to seek another lender, to acquire, pursuant to subsection 9.6(c), such terminated Commitment and all amounts owing to such Lender in respect of its Loans hereunder; provided, however, that if such terminated Commitments if, (a) after giving effect to any concurrent prepayment are in the aggregate greater than 15% of the Loans in accordance with Section 2.10then aggregate Commitments, the Aggregate Exposure would trigger Borrowers will replace such terminated Lender or Lenders with one or more replacement lenders (which may be a mandatory prepaymentLender or Lenders) which will acquire on the date of such termination, pursuant to subsection 9.6(c), an amount of such terminated Commitment or an obligation to deliver cash collateralCommitments, or bothas applicable, under Section 2.11(b)(i) or (b) which will result in the then aggregate Commitments, after giving effect to such reductionacquisition, being at least 85% of the Aggregate Commitment shall aggregate Commitments as of the Closing Date (as the same may be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election reduced pursuant to terminate or reduce the Commitments under Sections 2.09(asubsection 2.5(a), (b) or (c) 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 but excluding any notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower reductions pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 in accordance with their respective Commitmentssubsection 2.5(b)).

Termination or Reduction of Commitments. The Borrower may, upon three (a3) Unless previously terminated in accordance with Business Days' prior written notice to Administrative Agent, terminate entirely at any time, or proportionately reduce from time to time on a pro rata basis among the terms Lenders based on their respective Additional Commitments and/or Revolving Credit Commitments, as the case may require, by an aggregate amount of this Agreement$5,000,000.00 or any larger multiple of $5,000,000.00, the unused portions of the Additional Commitments shall automatically terminate on the Maturity Date. (b) The Borrowers may at any time terminate the and/or Revolving Credit Commitments upon as specified by Borrower in such notice to Administrative Agent; provided, however, that (i) prior to March 31, 2000, all such reductions shall be applied first to any Additional Commitments and second to the payment in full of all outstanding Loans, together with accrued and unpaid interest thereonRevolving Credit Commitments, (ii) at no time shall the cancellation and return Additional Commitments be reduced to a figure less than the total of the outstanding principal amount of Revolving Credit Loans plus the outstanding principal amount of all Swing Loans plus the outstanding principal amount of all Alternate Currency Loans, plus the face amount of all outstanding Letters of Credit (or alternatively, with respect then outstanding pursuant to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)3.1(b), (iii) at no time shall the payment in full Revolving Credit Commitments be reduced to a figure less than the total of the accrued and unpaid feesoutstanding principal amount of all Revolving Credit Loans plus the outstanding principal amount of all Swing Loans plus the outstanding principal amount of all Alternate Currency Loans, including any payments required under plus the face amount of all outstanding Letters of Credit then outstanding pursuant to Section 2.163.1(a), (iv) at no time shall the Additional Commitments be reduced to a figure greater than zero but less than $5,000,000.00, (v) at no time shall the Revolving Credit Commitments be reduced to a figure greater than zero but less than $100,000,000.00, and (ivvi) any such termination or reduction shall be permanent and the payment in full Borrower shall have no right to thereafter reinstate or increase the Additional Commitment or the Revolving Credit Commitment, as the case may be, of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may any Lender. Each Alternate Currency Borrower may, upon three Business Days prior written notice to the Alternate Currency Bank, terminate entirely at any time or reduce from time to time reduce the Commitments; provided that (i) each reduction by an aggregate amount of the aggregate Commitments shall be in an amount that is an integral $5,000,000.00 or any larger multiple of $1,000,000 and not less than $1,000,000 and (ii) 5,000,000.00 the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment unused portions of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate applicable Alternate Currency Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) 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 affected Lenders of the contents thereof. Each notice delivered as specified by the Administrative applicable Alternate Currency Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that in such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to Alternate Currency Bank; provided, however, that at no time shall the specified effective date) if such condition is not satisfied. Any termination or reduction of the Alternate Currency Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.reduced

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with Prior to the terms of this AgreementRestatement Date, Products shall have the Commitments shall automatically terminate on the Maturity Date. (b) The Borrowers may at any time terminate the Commitments right, upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing same day written notice to the Administrative Agent of a cash deposit delivered prior to 11:00 a.m. (New York time) on any Business Day, to terminate in whole or standby letter(s) of credit as required by Section 2.06(c)), (iii) reduce ratably in part the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each Term A-1 Loan Commitment. Each reduction of the aggregate Commitments Term A-1 Loan Commitment shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and 5,000,000 (ii) or, if less, the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment entire remaining amount of the Loans Term A-1 Loan Commitment). Once terminated, a Term A-1 Loan Commitment may not be reinstated. The Administrative Agent will promptly notify the Term A-1 Lenders of any termination or reduction of the Term A-1 Loan Commitment pursuant to this Section 13(a). All fees in accordance with Section 2.10, respect of the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, Term A-1 Loan Commitment accrued until the Aggregate effective date of any termination of the Term A-1 Loan Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) at least three (3) Business Days prior to paid on the effective date of such termination or reductionwith respect to the portion thereof terminated. (b) Prior to the Restatement Date, specifying such election and Performance Fibers shall have the effective date thereof. Promptly following receipt of any noticeright, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (by same day written notice to the Administrative Agent delivered prior to 11:00 a.m. (New York time) on any Business Day, to terminate in whole or reduce ratably in part the Term A-2 Loan Commitment. Each reduction of the Term A-2 Loan Commitment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or, if less, the entire remaining amount of the Term A-2 Loan Commitment). Once terminated, a Term A-2 Loan Commitment may not be reinstated. The Administrative Agent will promptly notify the Term A-2 Lenders of any termination or reduction of the Term A-2 Loan Commitment pursuant to this Section 13(b). All fees in respect of the Term A-2 Loan Commitment accrued until the effective date of any termination of the Term A-2 Loan Commitment shall be paid on the effective date of such termination with respect to the portion thereof terminated. (c) Unless previously terminated, all Commitments shall automatically terminate if the Restatement Date does not occur 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 in accordance with their respective CommitmentsOutside Date.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreementterminated, the all Revolving Commitments shall automatically terminate on the Maturity Revolving Termination Date. Any Term Loan Commitment shall terminate upon the funding of the related Term Loan. (b) The Co-Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the aggregate Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Co-Borrowers shall not terminate or reduce the Revolving Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.102.12, (A) the Aggregate Dollar Amount any Bank’s Revolving Credit Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) exceed its Revolving Commitment or (bB) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000sum of the Dollar Amount of Total Revolving Credit Exposure plus the aggregate principal amount of outstanding Money Market Loans would exceed the total Revolving Commitments. (dc) The Administrative Borrower Carlisle shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under Sections 2.09(a), paragraph (b) or (c) of this Section at least three (3) Business Days (or such lesser period as the Administrative Agent shall agree to in writing) 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower Carlisle pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Administrative Borrower Carlisle may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments facilities or financing transactionsother transactions specified therein, in which case such notice may be revoked by the Administrative Borrower Carlisle (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 39 ACTIVE 221393034 satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders Revolving Banks in accordance with their respective Revolving Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with The Borrowers shall have the terms right, upon not less than five Business Days' written notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount thereof; provided, that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of this Agreementthe Loans made on the effective date thereof, the then outstanding principal amount of the Loans would exceed the amount of the Commitments then in effect. Any such reduction shall automatically terminate on be in an amount of $10,000,000, or a whole multiple of $5,000,000 in excess thereof, and shall reduce permanently the Maturity Dateamount of such Commitments then in effect. (b) The Unless an Event of Default has occurred and is continuing, the Borrowers may at any time shall have the right, in their sole discretion, to terminate the Commitments upon Commitment of any Lender by giving the Administrative Agent and such Lender a written notice setting forth its election and a termination date (the "Early Commitment Termination Date"), which date shall not be earlier than 30 days after the date on which such notice has been given, except as otherwise provided in subsections 2.14(c), 2.15 and 2.16(f). On the Early Commitment Termination Date, such Lender's Commitment shall terminate and the Borrowers shall (i) the payment in full prepay all of all such Lender's outstanding Loans, Loans together with interest thereon accrued to such Early Commitment Termination Date and unpaid interest thereonany amounts payable pursuant to subsection 2.17, (ii) the cancellation and return of pay all outstanding Letters of Credit (or alternatively, Commitment Fees accrued to such Early Commitment Termination Date with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), Lender's Commitment and (iii) the payment in full of the accrued and unpaid feespay all amounts then owing to such Lender pursuant to subsections 2.14, including any payments required under Section 2.16, 2.17 and (iv) 9.5 for which demand has been made to the payment Borrowers prior to such Early Commitment Termination Date. Upon termination of such Lender's Commitment in full of all reimbursable expenses and other Obligations together accordance with accrued and unpaid interest thereonthis subsection 2.5(b), such Lender shall cease to be a party hereto. (c) The In the event that the Borrowers may from time elect to time reduce terminate the Commitments; provided that (i) each reduction Commitment of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) any Lender pursuant to subsection 2.5(b), the Borrowers shall not reduce have the right, in their sole discretion, 15 20 upon notice to the Administrative Agent, to request one or more Lenders or Purchasing Lenders, or to seek another lender, to acquire, pursuant to subsection 9.6(c), such terminated Commitment and all amounts owing to such Lender in respect of its Loans hereunder; provided, however, that if such terminated Commitments if, (a) after giving effect to any concurrent prepayment are in the aggregate greater than 15% of the Loans in accordance with Section 2.10then aggregate Commitments, the Aggregate Exposure would trigger Borrowers will replace such terminated Lender or Lenders with one or more replacement lenders (which may be a mandatory prepaymentLender or Lenders) which will acquire on the date of such termination, pursuant to subsection 9.6(c), an amount of such terminated Commitment or an obligation to deliver cash collateralCommitments, or bothas applicable, under Section 2.11(b)(i) or (b) which will result in the then aggregate Commitments, after giving effect to such reductionacquisition, being at least 85% of the Aggregate Commitment shall aggregate Commitments as of the Closing Date (as the same may be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election reduced pursuant to terminate or reduce the Commitments under Sections 2.09(asubsection 2.5(a), (b) or (c) 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 but excluding any notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower reductions pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 in accordance with their respective Commitmentssubsection 2.5(b)).

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreement, the The Commitments shall automatically terminate on the Maturity Date and from year to year thereafter, unless sooner terminated pursuant to the terms hereof. Agent may, at its option (or shall at the direction of any Lender in writing received by Agent at least ninety (90) days prior to the Maturity Date or the anniversary of any Maturity Date, as the case may be), terminate this Agreement and the other Loan Documents effective on the Maturity Date or on the anniversary of the Maturity Date in any year by giving to the Administrative Borrower at least sixty (60) days prior written notice; provided, that, this Agreement and all other Loan Documents must be terminated simultaneously. (b) The Borrowers may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c2.08(c)), (iii) the payment in full of the accrued and unpaid fees, including applicable Prepayment Fee (if any) and any payments required under Section 2.162.18, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the CommitmentsCommitments upon payment of the applicable Prepayment Fee (if any); provided that provided, that, (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment repayment of the Revolving Loans in accordance with Section 2.102.12, the Aggregate Credit Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, exceed the Aggregate Commitment shall be less than $30,000,000Borrowing Base then in effect. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(aSection -------- 2.11(a), (b) or (c) 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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d2.11(d) ---------------- shall be irrevocable; provided that provided, that, a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 of either Class shall be permanent. Each reduction of the Commitments of either Class shall be made ratably among the applicable Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination or Reduction of Commitments. The Borrowers --------------------------------------- may, upon at least three Business Days' notice to the Administrative Agent, (ai) terminate the Commitments at any time, if no Lender has any Outstanding Tranche A Amount or Outstanding Tranche B Amount, respectively, after such termination, or (ii) ratably reduce the Tranche A Commitments or Tranche B Commitments from time to time by an aggregate amount of $10,000,000 or any larger multiple of $1,000,000; provided that immediately after such reduction no Lender's Outstanding Tranche A Amount or Outstanding Tranche B Amount shall exceed its Tranche A Commitment or Tranche B Commitment, respectively, as so reduced. Unless previously terminated in accordance with the terms of this Agreementterminated, the Commitments shall automatically terminate in their entirety on the Maturity Commitment Termination Date. (b) The Borrowers may at any time terminate . Once reduced or terminated the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing may not be reinstated. The Borrowers' notice to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), shall designate the date (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments which shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (iia Business Day) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election whether the Tranche A Commitments or the Tranche B Commitments are to be terminated or reduced, and the effective date thereof. Promptly following receipt amount of any notice, the Administrative Agent shall advise the affected Lenders partial reduction of the contents thereof. Each notice delivered by Tranche A Commitments or the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that Tranche B Commitments, and such notice is conditioned upon the effectiveness of other credit facilities, debt instruments or financing transactions, in which case such notice may be revoked by the Administrative Borrower (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 Tranche A Commitments or Tranche B Commitments shall be permanent. Each reduction effective on the date specified in the Borrowers' notice and shall be applied ratably to the Tranche A Commitments or Tranche B Commitments (as specified by the Borrowers in such notice), respectively, of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitmentsseveral Lenders.

Termination or Reduction of Commitments. (a) The Term B-1 Loan Commitment of each Term B-1 Loan Lender shall terminate in its entirety on the Amendment No. 1 Effective Date (after giving effect to the incurrence of the Term B-1 Loans on such date). Unless previously terminated in accordance with the terms of this Agreementterminated, the Revolving Credit Commitments shall automatically terminate on the Maturity Revolving Credit Termination Date. (b) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit or standby letter(s) of credit as required by Section 2.06(c)), (iii) the payment in full of the accrued and unpaid fees, including any payments required under Section 2.16, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Commitments; provided that (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrowers shall not reduce the Commitments if, (a) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Exposure would trigger a mandatory prepayment, or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (b) after giving effect to such reduction, the Aggregate Commitment shall be less than $30,000,000. (d) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Sections 2.09(a), (b) or (c) Upon at least three Business Days’ prior irrevocable written (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 affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a such notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice it is conditioned upon the effectiveness of other credit facilities, debt instruments incurrence of other Indebtedness or financing transactionsconsummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice) or telecopy notice to the Administrative Borrower Agent, the Company (by on behalf of all the Borrowers) may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Total Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Total Revolving Credit Commitments to an amount less than the sum of (x) the aggregate outstanding principal amount (or Assigned Dollar Value, in the case of Revolving Credit Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans and (y) the L/C Obligations outstanding at such time. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent on (which will promptly notify the Revolving Credit Lenders thereof), it being understood that such termination will not be deemed to be a waiver or prior release of any claim any of the Borrowers or the Administrative Agent may have against such Defaulting Lender. (c) Subject to the specified effective datelast sentence of Section 2.10(b) if such condition is not satisfied. Any termination or and to Section 2.25, any reduction of in the Total Revolving Credit Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. Subject to the last sentence of Section 2.09(a), the Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but not including the date of such termination or reduction. (d) A Revolving Credit Commitment terminated or reduced under this Section 2.10 may not be reinstated. (e) On the fifth Business Day following the receipt of the Net Cash Proceeds of any Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Disposition pursuant to Section 2.12(b)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the avoidance of doubt, after giving effect to any prepayment of the Term Loans made in connection with such Specified Disposition pursuant to Section 2.12(b) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Disposition), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.10(e) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than the fifth Business Day following the receipt of the Net Cash Proceeds of the applicable Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Disposition pursuant to Section 2.12(b)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) and 2.12(e) shall apply to any such mandatory reduction of the Total Revolving Credit Commitments. (f) On the fifth Business Day following the consummation of any Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Distribution pursuant to Section 2.12(c)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the avoidance of doubt, after giving effect to any prepayment of the Term Loans made substantially simultaneously in connection with such Specified Distribution pursuant to Section 2.12(c) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Distribution), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.12(f) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than the fifth Business Day following the occurrence of the Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Distribution pursuant to Section 2.12(c)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) shall apply to any such mandatory reduction of the Total Revolving Credit Commitments.