Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. (a) Unless previously terminated, all of the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or from time to time reduce the Secured 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 Commitments a Facility shall be an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, 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 Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any Commitments under Section 2.08(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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, all of the Commitments will shall automatically terminate on the Revolving Availability Termination Maturity Date. (b) The Borrowers may at any time terminate the Secured Facility Commitments or upon (i) the Unsecured Facility Commitments 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 bothalternatively, 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 whole or 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 Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partCommitments; 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 $5,000,000, 1,000,000 and (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 pursuant to in accordance with Section 2.10, the total Unsecured Facility Exposures Aggregate Exposure would exceed the Total Unsecured Facility Commitment, and Borrowing Base then in effect or (ivb) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect theretoto such reduction, the outstanding aggregate Commitments would shall be less than $50,000,00030,000,000. (cd) The Administrative Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under Section 2.08(bSections 2.09(a), (b) or (c) at least five three (53) Business Days before prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives following receipt of 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 will 2.09(d) shall be irrevocable; provided that any such a notice terminating any of termination of the Commitments delivered by the Administrative Borrower may state that it such notice is conditioned on upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Administrative Borrower Agent (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will shall be permanent and will permanent. Each reduction of the Commitments shall 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, all of the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole terminate, or from time to time reduce reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partCommitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral multiple of $1,000,000 and not less than $5,000,000, 5,000.000 and (ii) the Borrowers Borrower shall not terminate or reduce the Secured Facility Commitments if, 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 Revolving Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, total Commitments and (iviii) the Borrowers Borrower shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under Section 2.08(b), at least five (5) one Business Days Day before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any the Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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 terminatedXerox may, all of 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 will terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or from time to time reduce the Secured Facility Commitments or the Unsecured Facility Commitments (or both) ratably in part; provided that (i) each partial reduction shall be in the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be $10,000,000 or an integral multiple of $1,000,000 and not less than $5,000,000thereof, (ii) immediately after any such reduction or termination of the Borrowers Commitments, the aggregate Dollar Amount of all Outstanding Advances shall not terminate or reduce the Secured Facility Commitments if, after giving effect thereto, the total Secured Facility Exposures would exceed the Total Secured Facility Commitment, aggregate amount of the Commitments and (iii) simultaneously with each such reduction or with a termination of the Borrowers Commitments, Xerox shall not terminate pay to the Funding Agent the facility fee accrued on the amount of the Commitment so terminated or reduce reduced through the Unsecured Facility Commitments ifdate thereof, after giving effect thereto and to together with any concurrent prepayment of Loans reimbursement payable pursuant to Section 2.1010.05(b). Unless previously terminated, the total Unsecured Facility Exposures would exceed Commitments shall terminate on the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000Termination Date. (cb) The Borrower Xerox may, upon at least two Business Days' notice to the Funding Agent (which notice the Funding Agent shall notify promptly transmit to the Administrative Agent of any election to relevant Swingline Banks), terminate in whole or reduce any ratably in part the French Franc Swingline Commitments under Section 2.08(b), at least five (5) Business Days before or the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocableSterling Swingline Commitments; provided that (i) each partial reduction shall be in the amount of $10,000,000 or an integral multiple thereof and (ii) immediately after any such notice terminating any reduction or termination, the aggregate Dollar Amount of all outstanding French Franc Swingline Advances or Sterling Swingline Advances, as the case may be, shall not exceed the aggregate amount of the French Franc Swingline Commitments or Sterling Swingline Commitments, as the case may state that it is conditioned be. Unless previously terminated, all the Swingline Commitments shall terminate on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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 CommitmentsSwingline Termination Date.

Termination or Reduction of Commitments. (a) The Borrower may, upon at least three Domestic Business Days' notice to the 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 $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 notify each Lender of the contents thereof. (b) Within five Domestic Business Days after the Borrower or any Subsidiary receives any Net Cash Proceeds of a Commitment Reduction Event, the Commitments shall be reduced ratably by an aggregate amount equal to the amount of such Net Cash Proceeds; provided that: (i) if the amount of such reduction is less than $25,000,000, 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 last day of the applicable Interest Period, such reduction shall be deferred to such last day unless the Administrative Agent otherwise notifies the Borrower upon the instruction of the 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 in accordance with Section 2.08, a sufficient aggregate principal amount of the Loans to eliminate such excess. (c) Unless previously terminated, all of the Commitments will shall terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or from time to time reduce the Secured 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 Commitments a Facility shall be an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, 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 Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any Commitments under Section 2.08(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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 terminatedThe Company may, all of at its discretion, upon written notice to the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time Administrative Agent, terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole Aggregate Commitments, or from time to time permanently reduce the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partAggregate Commitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility any such notice shall be an integral multiple received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of $1,000,000 and not less than $5,000,000termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of at least $1,000,000 or, if less, the Borrowers entire Aggregate Commitments and (iii) the Company shall not terminate or reduce the Secured Facility Commitments if, 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 Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment of Loans pursuant to Section 2.10prepayments hereunder, the total Unsecured Facility Exposures Total Outstandings would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) Aggregate Commitments. The Borrower Agent shall notify will be required to pay the Administrative Agent Makewhole Fee, applicable amounts under Sections 3.01 and 3.05 and other amounts applicable for the terminated portion of any election the Facility; provided that a Makewhole Fee will not be payable in the event that (i) Borrower exercises the right to terminate or reduce any the Facility described in this Section 2.04 following the assertion of claims for additional amounts under Sections 3.01 and 3.04 that exceed an amount equal to 0.10% per annum times the Aggregate Commitments under or (ii) Borrower exercises the right to terminate the Facility (in whole) described in this Section 2.08(b)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 five (5) 10 Business Days before 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 after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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 Commitmentstermination.

Termination or Reduction of Commitments. (a) Unless previously terminatedNotwithstanding anything to the contrary contained in this Agreement, all each of the Commitments will shall automatically terminate on upon the Revolving Availability Termination 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) Notwithstanding anything to the contrary contained in this Agreement, on the date Holdings receives any net proceeds of any issuance of Holdings Senior Notes, the Aggregate Commitments shall be reduced by an aggregate amount such that, 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 Commitments does not exceed $175,000,000. All reductions of the Aggregate Commitments pursuant to this Section 2.13(b) shall be applied 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 Borrowers may Borrower shall have the right to terminate or reduce in part the unused portion of the Tranche A Commitments, the Tranche B Commitments and the Tranche C Commitments at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or and from time to time reduce prior to the Secured Facility Commitments 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 shall be effective unless the Unsecured Facility Commitments (or both) in part; provided that (i) the amount Borrower shall have given notice of each such termination or reduction (as distinct from termination provided in whole) Section 2.9, and each partial reduction of the Commitments a Facility shall be in an aggregate amount at least equal to $3,000,000 or an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, 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 Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate 100,000 in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000excess thereof. (ce) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any Commitments under Except as provided in Section 2.08(b2.13(c), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may not be revoked by the Borrower Agent (by notice to the Administrative Agent on reinstated after they have been terminated or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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 Commitmentsincreased after they have been reduced.

Termination or Reduction of Commitments. (a) Unless previously terminated, all of the Commitments will terminate on the Revolving Availability Termination Maturity Date. (b) The Borrowers Borrower may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole terminate, or from time to time reduce reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partCommitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrowers Borrower shall not terminate or reduce the Secured Facility Commitments if, 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 Revolving Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, total Commitments and (iviii) the Borrowers Borrower shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000200,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under Section 2.08(b), at least five (5) three Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any the Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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 terminatedThe Borrower may, all of upon notice to the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time Administrative Agent, terminate the Secured Facility Aggregate Commitments, terminate the Tranche A-1 Commitments, the Tranche A-2 Commitments or and/or the Unsecured Facility Commitments (or both) in whole Tranche B Commitments, or from time to time permanently reduce the Secured Facility Aggregate Commitments or and/or permanently reduce the Unsecured Facility Tranche A-1 Commitments, the Tranche A-2 Commitments (or both) in partand/or the Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 8:00 a.m. five Business Days prior to the date of termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral multiple of $1,000,000 and not less than £5,000,000 or $5,000,000, as applicable, or any whole multiple of £1,000,000 or $1,000,000, as applicable, in excess thereof. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be. Any reduction of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be applied to the Commitment of each Lender according to its Applicable Percentage of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be). All fees accrued until the effective date of any termination of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be paid on the effective date of such termination. (b) Unless previously terminated, the Tranche A-1 Commitment, the Tranche A-2 Commitment and the Tranche B Commitment of each Lender shall automatically terminate in full at 5:00 p.m. (New York City time) on the earlier of (i) the termination of the Certain Funds Period and (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, Closing Date (after giving effect thereto, to 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 Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000Borrowings on such date). (c) The Upon receipt by the Borrower Agent or any of its Subsidiaries, on or after the Effective Date but prior to the Closing Date, of Net Cash Proceeds arising from any Asset Sale, Debt Issuance or any Equity Issuance, the Aggregate Commitments shall notify be reduced no later than the Administrative Agent of any election to terminate or reduce any Commitments under Section 2.08(b), at least five (5) Business Days before Day following the effective date receipt of such termination or reduction, specifying Net Cash Proceeds in an amount equal to 100% of such election and Net Cash Proceeds. Any reduction of the effective date thereof. Promptly after Aggregate Commitments pursuant to this clause (c) shall be applied (i) if such Net Cash Proceeds are denominated in currencies other than Dollars (it receives any such notice, being understood that the Administrative Agent shall advise convert such Net Cash Proceeds into Sterling or Dollars, as applicable, at the Lenders Spot Rate in effect on the date of the contents thereof. Each notice delivered receipt of such Net NYDOCS03/1043960.1437 Cash Proceeds by the Borrower Agent pursuant to this Section will be irrevocable; provided that or any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilitiesits Subsidiaries) first, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction Tranche A-1 Commitments of the Secured Facility Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Secured Facility Commitments; and any termination or reduction Applicable Percentages until Tranche A-1 Commitments have been reduced to zero, second, to the Tranche A-2 Commitments of the Unsecured Facility Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Applicable Percentages until the Tranche A-2 Commitments have been reduced to zero and third, to the Tranche B Commitments of the Lenders in accordance with their respective Applicable Percentages and (y) if such Net Cash Proceeds are denominated in Dollars, first, to the Tranche B Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche B Commitments have been reduced to zero, second, to the Tranche A-1 Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche A-1 Commitments have been reduced to zero and third, to the Tranche A-2 Commitments of the Lenders in accordance with their respective Applicable Percentages; provided that in the case of immediately preceding clause (y), after the Tranche B Commitments have been reduced to zero, the Administrative Agent shall convert such excess Net Cash Proceeds into Sterling at the Spot Rate in effect on the date of receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries. At the Borrower’s option, so long as the Tranche A-1 Commitments and the Tranche B Commitments have been reduced to zero, the Borrower may retain the Net Cash Proceeds of any Debt Issuance arising from issuance of senior unsecured notes to the extent used promptly (and, in all events, within 5 Business Days) to refinance (on a dollar-for-dollar basis) the Borrower’s existing 6.63% Notes due 2016. (d) The Borrower shall promptly notify the Administrative Agent of receipt of such Net Cash Proceeds, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (e) In the event and on each occasion that the Borrower or any of its Subsidiaries enters into any term loan facility, the Commitments shall be automatically and permanently reduced ratably in an amount equal to 100% of the committed amount under such term loan facility (or, if less, by an amount equal to the aggregate amount of the Commitments then in effect), such reduction to be effective upon the effectiveness of the definitive documentation for such term loan facility and receipt by (x) the Administrative Agent of a notice from the Borrower that such term loan facility constitutes a Qualifying Term Loan Facility and (y) the Administrative Agent and the Cash Confirmation Advisor of evidence, in form and substance reasonably satisfactory to the Administrative Agent and the Cash Confirmation Advisor that the Borrower will have sufficient resources available to it following such reduction of the Commitments to complete the Target Acquisition (which may include, but is not limited to, the written consent of the Cash Confirmation Advisor prior to the date of such reduction). Such reduction shall be applied to the Tranche A-1 Commitments and the Tranche B Commitments pro rata, and, if no Tranche A-1 Commitments and Tranche B Commitments are outstanding at such time, the Tranche A-2 Commitments, in each case of the Lenders in accordance with their respective Applicable Percentages.

Termination or Reduction of Commitments. (a) Unless previously terminated, all of the Revolving Commitments will shall terminate on the Revolving Availability 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 Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole terminate, or from time to time reduce reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partRevolving Commitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Revolving Commitments a Facility shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Co-Borrowers shall not terminate or reduce the Secured Facility Revolving Commitments if, 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 pursuant to in accordance with Section 2.102.12, (A) the total Unsecured Facility Exposures Dollar Amount any Bank’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the sum of the Dollar Amount of Total Revolving Credit Exposure plus the aggregate principal amount of outstanding Money Market Loans would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000total Revolving Commitments. (c) The Borrower Agent Carlisle shall notify the Administrative Agent of any election to terminate or reduce any the Revolving Commitments under paragraph (b) of this Section 2.08(b), at least five three (53) Business Days before (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 after it receives following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent Carlisle pursuant to this Section will shall be irrevocable; provided that any such a notice terminating any of termination of the Revolving Commitments delivered by Carlisle may state that it such notice is conditioned on upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower Agent Carlisle (by notice to the Administrative Agent on or before 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 Secured Facility Revolving Commitments will shall be permanent and will permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders Revolving Banks 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 Revolving Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated, all of the Commitments will shall automatically terminate on the Revolving Availability Termination Maturity Date. (b) The Borrowers may at any time terminate the Secured Facility Commitments or upon (i) the Unsecured Facility Commitments 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 bothalternatively, 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 whole or 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 Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partCommitments; 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 $5,000,000, 1,000,000 and (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 pursuant to in accordance with Section 2.10, the total Unsecured Facility Exposures Aggregate Exposure would exceed the Total Unsecured Facility CommitmentBorrowing Base then in effecttrigger a mandatory prepayment, and or an obligation to deliver cash collateral, or both, under Section 2.11(b)(i) or (ivb) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect theretoto such reduction, the outstanding Commitments would aggregate CommitmentsAggregate Commitment shall be less than $50,000,00030,000,000. (cd) The Administrative Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under Section 2.08(bSections 2.09(a), (b) or (c) at least five three (53) Business Days before prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives following receipt of 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 will 2.09(d) shall be irrevocable; provided that any such a notice terminating any of termination of the Commitments delivered by the Administrative Borrower may state that it such notice is conditioned on upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Administrative Borrower Agent (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will shall be permanent and will permanent. Each reduction of the Commitments shall 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 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 proceeds of Tranche A Revolving Loans or otherwise. Once terminated, all of Borrowers may not request any Tranche A-1 Revolving Loans and the Tranche A-1 Revolving Loan Commitments will terminate on the Revolving Availability Termination Datemay not be reinstated. (b) The In addition, the Borrowers may at any time terminate may, upon irrevocable notice from the Secured Facility 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 Unsecured Facility Commitments (or both) in whole Swing Line Sublimit or from time to time reduce permanently reduce, in whole or in part, the Secured Facility Commitments Aggregate Commitments, the Letter of Credit Sublimit or the Unsecured Facility Commitments (or both) in partSwing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in a minimum amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral $2,500,000 or any whole multiple of $1,000,000 and not less than $5,000,000, (ii) in excess thereof or in such lesser amount equal to the Borrowers shall not terminate or reduce the Secured Facility Commitments if, after giving effect thereto, the total Secured Facility Exposures would exceed the Total Secured Facility Commitmentremaining Aggregate Commitments, (iii) the Borrowers shall not terminate or reduce (A) the Unsecured Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment of Loans pursuant to Section 2.10prepayments hereunder, the total Unsecured Facility Exposures Total Outstandings would exceed the Total Unsecured Facility CommitmentAggregate Commitments, and (ivB) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments Letter of Credit Sublimit if, after giving effect thereto, the outstanding Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the 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 the amount of the Tranche A Revolving Loan Commitments, Borrowers shall not request an increase of the Tranche A Tranche A Revolving Loan Commitments would be less than $50,000,000pursuant to Section 2.15. (c) The Borrower Agent shall notify the Administrative Agent of If, after giving effect to any election to terminate or reduce any Commitments under Section 2.08(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments Tranche A Revolving Loan 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. (d) The Administrative Agent will be permanent and will be made ratably among promptly notify the Tranche A Revolving Loan Lenders in accordance with their respective Secured Facility Commitments; and of any termination or reduction of the Unsecured Facility Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Tranche A Revolving Loan Commitments will under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be permanent reduced by such Lender’s Applicable Percentage of such reduction amount. All fees (including, without limitation, commitment fees, and will 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 made ratably among paid on the Lenders in accordance with their respective Unsecured Facility Commitmentseffective date of such termination.

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 terminatedterminate the Commitments at any time, all 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 will 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 Revolving Availability Termination DateDate 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 this Section 2.9.3. (b) The Borrowers may at any time terminate Company, in exercising its right to replace the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or from time to time reduce the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in part; provided that Certificate Bank, shall (i) reduce the amount Commitment of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral multiple of $1,000,000 such Bank to zero and not less than $5,000,000, (ii) (A) agree with one or more Banks to increase the Borrowers shall respective Commitment of such Bank by an aggregate amount not terminate in excess of the Commitment of the Certificate Bank, in full substitution of the Certificate Bank, or reduce (B) add one or more additional banks as signatories to this Agreement for Commitments not in excess of the Secured Facility Commitment of the Certificate Bank, in full substitution of the Certificate Bank, or (C) any combination of increases in Commitments if, 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 Loans pursuant to Section 2.10(A) above and additional new banks pursuant to (B) above, so long as the total Unsecured Facility Exposures would exceed aggregate sum of the Total Unsecured Facility Commitmentincreases 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, and (iv) without further action, be considered a Bank for all purposes of this Agreement at the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000time of execution of a counterpart of this Agreement. (c) The Borrower Agent Company shall notify have the Administrative Agent right to select any additional bank or banks to become signatories to this Agreement pursuant to Section 2.9.3(b) above, subject to the consent of any election the Agent, which consent shall not be unreasonably withheld. (d) A Certificate Bank may be replaced within 30 days after the date such Certificate Bank has delivered a certificate or notice pursuant to terminate or reduce any Commitments under Section 2.08(b2.7.4(b), 2.16 or 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 five (5) three Domestic Business Days before the effective date of prior to such termination or reduction, specifying such election replacement and the effective date thereof. Promptly after it receives any such notice, Company complies with the Administrative Agent shall advise the Lenders provisions of the contents thereof. Section 2.12. (e) Each notice delivered by the Borrower Agent Bank or additional bank which replaces a Certificate Bank pursuant to this Section will 2.9.3 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 irrevocable; 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 a "Bank" for purposes hereof), provided that any such notice terminating any Commitments may state a replaced -------- Certificate Bank shall retain its rights and obligations as a Bank hereunder with respect to the period before it was so replaced (except to the extent that it is conditioned on the effectiveness of other credit facilities, in which case shall have assigned or otherwise transferred such notice may be revoked by the Borrower Agent (by notice rights to the Administrative Agent on another Bank or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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 Commitmentsadditional bank).

Termination or Reduction of Commitments. (a) Unless previously terminated, all of the Revolving Commitments will shall terminate on the Revolving Availability Termination Maturity Date. (b) The Borrowers Borrower may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or or, from time to time reduce time, reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partCommitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be in an amount that is an integral multiple of $US$1,000,000 and not less than $5,000,000, US$5,000,000 and (ii) the Borrowers Borrower shall not terminate or reduce the Secured Facility Revolving Commitments if, 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 pursuant to in accordance with Section 2.102.12, the sum of the total Unsecured Facility Revolving Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000total 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 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 aggregate amount equal to such Net Proceeds. (d) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under paragraph (b) of this Section 2.08(b), at least five (5) three Business Days before prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any following receipt of such a notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will shall be irrevocable; provided that any such a notice terminating any Commitments of termination delivered by the Borrower may state that it such notice is conditioned on upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will shall be permanent and will permanent. Each reduction of the Commitments shall be made ratably among the applicable 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 terminatedThe Borrowers shall have the right, all of upon not less than five Business Days' written notice to the Administrative Agent, to terminate the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or or, from time to time time, to reduce the Secured Facility Commitments amount thereof; provided, that no such termination 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 Commitments a Facility shall be an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, 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 permitted if, after giving effect thereto and to any concurrent prepayment prepayments of the Loans pursuant to Section 2.10made on the effective date thereof, the total Unsecured Facility Exposures then outstanding principal amount of the Loans would exceed the Total Unsecured Facility Commitmentamount of the Commitments then in effect. 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. (ivb) Unless an Event of Default has occurred and is continuing, the Borrowers shall have the right, in their sole discretion, to terminate the 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 reduce 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 (as distinct from terminate i) prepay all of such Lender's outstanding Loans together with interest thereon accrued to such Early Commitment Termination Date and any amounts payable pursuant to subsection 2.17, (ii) pay all Commitment Fees accrued to such Early Commitment Termination Date with respect to such Lender's Commitment and (iii) pay all amounts then owing to such Lender pursuant to subsections 2.14, 2.16, 2.17 and 9.5 for which demand has been made to the Borrowers prior to such Early Commitment Termination Date. Upon termination of such Lender's Commitment in whole) the Commitments ifaccordance with this subsection 2.5(b), after giving effect thereto, the outstanding Commitments would such Lender shall cease to be less than $50,000,000a party hereto. (c) The Borrower Agent shall notify In the Administrative Agent event that the Borrowers elect to terminate the Commitment of any election Lender pursuant to terminate or reduce any Commitments under Section 2.08(bsubsection 2.5(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and Borrowers shall have the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilitiesright, in which case such notice may be revoked by the Borrower Agent (by their sole discretion, 15 20 upon notice to the Administrative Agent on Agent, to request one or before the specified effective date) 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 condition is not satisfied. Any termination or reduction terminated Commitments are in the aggregate greater than 15% of the Secured Facility Commitments then aggregate Commitments, the Borrowers will replace such terminated Lender or Lenders with one or more replacement lenders (which may be permanent and a Lender or Lenders) which will be made ratably among acquire on the Lenders date of such termination, pursuant to subsection 9.6(c), an amount of such terminated Commitment or Commitments, as applicable, which will result in accordance with their respective Secured Facility the then aggregate Commitments; and any termination or reduction , after giving effect to such acquisition, being at least 85% of the Unsecured Facility aggregate Commitments will as of the Closing Date (as the same may be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Facility Commitmentsreduced pursuant to subsection 2.5(a), but excluding any reductions pursuant to subsection 2.5(b)).

Termination or Reduction of Commitments. (a) Unless previously terminated, all of the The Commitments will shall terminate on the Revolving Availability Termination 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 Secured Facility Revolving Commitments or upon (i) the Unsecured Facility Commitments 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 bothalternatively, with respect to each such Letter of Credit, the furnishing to the Agent of a cash deposit as required by Section 2.08(c)), (iii) the payment in whole or full of the accrued and unpaid fees, including applicable Prepayment Fee (if any) and any payments required under Section 2.18, 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 Secured Facility Commitments or upon payment of the Unsecured Facility Commitments applicable Prepayment Fee (or both) in partif any); provided that provided, that, (i) the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 1,000,000 and (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, 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 Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect theretoto any concurrent repayment of the Revolving Loans in accordance with Section 2.12, the outstanding Commitments Aggregate Credit Exposure would be less than $50,000,000exceed the Borrowing Base then in effect. (cd) The Administrative Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under Section 2.08(b-------- 2.11(a), (b) or (c) at least five (5) three Business Days before prior to the effective date of such termination or reduction, specifying ------- --- --- such election and the effective date thereof. Promptly after it receives following receipt of 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 will 2.11(d) ---------------- shall be irrevocable; provided that any such provided, that, a notice terminating any of termination of the Commitments delivered by the Administrative Borrower may state that it such notice is conditioned on upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Administrative Borrower Agent (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will of either Class shall be permanent and will permanent. Each reduction of the Commitments of either Class shall be made ratably among the applicable Lenders in accordance with their respective Secured Facility Commitments; and any termination or reduction Commitments of the Unsecured Facility Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Facility Commitmentssuch Class.

Termination or Reduction of Commitments. (a) Unless previously terminated, all of The Borrower shall have the right to irrevocably terminate the Commitments will terminate on in full in connection with a prepayment of all the Revolving Availability Termination Dateoutstanding Loans in accordance with Sections 2.7 or 2.8. (b) The Borrowers may at any time terminate Borrower shall have the Secured Facility Commitments or right, upon not less than three (3) Business Days’ notice to the Unsecured Facility Commitments (or both) in whole Administrative Agent, to irrevocably terminate, or from time to time reduce reduce, any of the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partConstruction Loan Commitments; provided that (i) the amount of each reduction of such Construction Loan Commitments (as distinct from termination in wholeother than a Construction Loan Commitment reduction to zero) of the Commitments a Facility shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000 (or if less, the remaining amount of such Construction Loan Commitments), (ii) the Borrowers Borrower shall not terminate or reduce the Secured Facility Construction Loan Commitments ifthat has been allocated to a Project under Annex 2 unless, after giving effect thereto, the total Secured Facility Exposures would exceed remaining unused amount of the Total Secured Facility CommitmentConstruction 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 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 Borrowers Construction Loan Commitments set forth in this Section 2.10 shall permanently reduce the Construction Loan Commitments. (c) The 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 irrevocably reduce, any of the LC Commitments; provided that (i) each reduction of the LC Commitments 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 the applicable LC Commitments), (ii) the Borrower shall not terminate or reduce the Unsecured Facility DSR LC Commitments if, after giving effect thereto and to any concurrent prepayment of Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments ifunless, after giving effect thereto, the outstanding DSR Requirement shall be satisfied in accordance with the Depositary Agreement and (iii) the Borrower shall not terminate or reduce the Project LC Commitments would be less than $50,000,000. (c) The Borrower Agent shall notify unless it has demonstrated to the satisfaction of the Administrative Agent of any election that, after giving effect to terminate or reduce any Commitments under Section 2.08(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders all of the contents thereof. Each notice delivered by collateral, support and similar requirements then in effect under the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not Material Project Documents are satisfied. Any such termination or reduction of in the Secured Facility LC Commitments will be permanent shall permanently and will be made ratably among irrevocably reduce the Lenders applicable LC Commitments then 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 Commitmentseffect.

Termination or Reduction of Commitments. (a) Unless previously terminated, all of the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole terminate, or from time to time reduce reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partCommitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrowers Borrower shall not terminate or reduce the Secured Facility Commitments if, 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 Revolving Loans pursuant to Section 2.10, the total Unsecured Facility Exposures Total Outstanding Amount would exceed the Total Unsecured Facility Commitment, Commitment and (iviii) the Borrowers Borrower shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,00075,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under Section 2.08(b), at least five (5) one Business Days Day before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any the Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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. 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, all of the Commitments will shall terminate in their entirety on the Revolving Availability Commitment Termination Date. (b) The Borrowers may at any time terminate the Secured Facility Commitments . Once reduced or the Unsecured Facility Commitments (or both) in whole or from time to time reduce the Secured 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 terminated the Commitments a Facility shall may not be an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, 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 reinstated. The Borrowers' notice to any concurrent prepayment of Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any Commitments under Section 2.08(b), at least five shall designate the date (5which shall be a Business Day) Business Days before 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 after it receives amount of any such notice, the Administrative Agent shall advise the Lenders partial reduction of the contents thereof. Each notice delivered by Tranche A Commitments or the Borrower Agent pursuant to this Section will be irrevocable; provided that any Tranche B Commitments, and such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Tranche A Commitments will or Tranche B Commitments shall be permanent effective on the date specified in the Borrowers' notice and will shall be made applied ratably among to the Lenders Tranche A Commitments or Tranche B Commitments (as specified by the Borrowers in accordance with their respective Secured Facility Commitments; and any termination or reduction such notice), respectively, of the Unsecured Facility Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Facility Commitmentsseveral Lenders.

Termination or Reduction of Commitments. (a) Unless previously terminated, all of the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or from time to time reduce the Secured 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 Commitments a Facility shall be an integral multiple of $1,000,000 5,000,000 and not less than $5,000,00010,000,000, (ii) the Borrowers Borrower shall not terminate or reduce the Secured Facility Commitments if, 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 Loans pursuant to Section 2.10, the total Unsecured Facility 36 Exposures would exceed the Total Unsecured Facility Commitment, total Commitments and (iviii) the Borrowers Borrower shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under Section 2.08(b), at least five three (53) Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any the Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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, all of the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time may, upon irrevocable (except as set forth in the remainder of this paragraph) notice from the Lead Borrower to the Administrative Agent, terminate the Secured Facility Commitments Aggregate Commitments, the Letter of Credit Sublimit or the Unsecured Facility Commitments (or both) in whole Swing Line Sublimit or from time to time permanently reduce (and the Secured Facility Commitments Commitment of each Lender shall be reduced on a pro rata basis) the Aggregate Commitments, the Letter of Credit Sublimit or the Unsecured Facility Commitments (or both) in partSwing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 2:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit shall be in an aggregate amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral $10,000,000 or any whole multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, after giving effect thereto, the total Secured Facility Exposures would exceed the Total Secured Facility Commitmentin excess thereof, (iii) the Borrowers shall not (A) terminate or reduce the Unsecured Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment of Loans pursuant to Section 2.10prepayments hereunder, the total Unsecured Facility Exposures Total Outstandings would exceed the Total Unsecured Facility CommitmentAggregate Commitments, and (ivB) terminate or reduce the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments Letter of Credit Sublimit if, after giving effect thereto, the outstanding Commitments Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would be less than $50,000,000. exceed the Letter of Credit Sublimit, and (cC) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the Swing Line Sublimit if, after giving effect thereto, and to any Commitments under Section 2.08(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such noticeconcurrent payments hereunder, the Administrative Agent shall advise Outstanding Amount of Swing Line Loans hereunder would exceed the Lenders of the contents thereofSwing Line Sublimit. Each notice delivered by the Lead Borrower Agent pursuant to this Section will shall be irrevocable; provided provided, that any such notice terminating any Commitments delivered by the Borrower may state that it such notice is conditioned on upon the effectiveness of other credit facilities, indentures or similar 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 Lead Borrower Agent (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. Any termination or . (b) If, after giving effect to any reduction of the Secured Facility Commitments 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 be permanent and will be made ratably among promptly notify the Lenders in accordance with their respective Secured Facility Commitments; and of any termination or reduction of the Unsecured Facility Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments will 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 permanent and will be made ratably among paid on the Lenders in accordance with their respective Unsecured Facility Commitments.effective date of such termination. 100

Termination or Reduction of Commitments. (ai) Unless previously terminated, all of The Borrower shall have the right to terminate the Commitments will terminate on in full in connection with a prepayment of all the Revolving Availability Termination Dateoutstanding Loans in accordance with Sections 2.7 or 2.8. (bii) The Borrowers may at any time terminate Borrower shall have the Secured Facility Commitments or right, upon not less than three (3) Business Days’ notice to the Unsecured Facility Commitments (or both) in whole Administrative Agent, to terminate, or from time to time reduce, any of the Construction Loan Commitments (and correspondingly terminate or reduce the Secured Facility Term Loan Commitments or in the Unsecured Facility Commitments (or both) in partsame amount); provided that (i) the amount of each reduction of such Construction Loan Commitments (as distinct from termination in wholeother than a Construction Loan Commitment reduction to zero) of the Commitments a Facility shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000 (or if less, the remaining amount of such Construction Loan Commitments), (ii) the Borrowers Borrower shall not terminate or reduce the Secured Facility Construction Loan Commitments ifunless, after giving effect thereto, the total Secured Facility Exposures would exceed remaining unused amount of the Total Secured Facility CommitmentConstruction 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 Borrowers Construction Loan Commitments (and corresponding reduction of the Term Loan Commitments) shall permanently reduce the Construction Loan Commitments and the Term Loan Commitments. (b) The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent and the applicable Issuing Banks, to terminate, or from time to time reduce, any of the LC Commitments; provided that (i) each reduction of the LC Commitments 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 the applicable LC Commitments), (ii) the Borrower shall not terminate or reduce the Unsecured Facility DSR LC Commitments if, after giving effect thereto and to any concurrent prepayment of Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments ifunless, after giving effect thereto, the outstanding DSR Requirement shall be satisfied in accordance with the Depositary Agreement and (iii) the Borrower shall not terminate or reduce the Project LC Commitments would be less than $50,000,000. (c) The Borrower Agent shall notify unless it has demonstrated to the satisfaction of the Administrative Agent of any election that, after giving effect to terminate or reduce any Commitments under Section 2.08(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders all of the contents thereof. Each notice delivered by collateral, support and similar requirements then in effect under the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not Material Project Documents are satisfied. Any such termination or reduction of in the Secured Facility LC Commitments will be permanent and will be made ratably among shall permanently reduce the Lenders applicable LC Commitments then 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 Commitmentseffect.

Termination or Reduction of Commitments. (a) Unless previously terminated, all of the unused Commitments will shall terminate on the Revolving Availability Termination Datelast day of the Commitment Period. (b) If (i) a Mandatory Prepayment Event occurs at any time during the Commitment Period, (ii) there are any unused Commitments on such date, and (iii) the Borrower elects to reduce the Commitments in lieu of making a mandatory prepayment of the 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 setting forth in reasonable detail the calculation of the Net Cash Proceeds to be applied to such reduction of the Commitments, whereupon the Commitment of each 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 the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole terminate, or from time to time reduce reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partunused Commitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the unused Commitments a Facility shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, 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 Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (cd) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under paragraph (c) of this Section 2.08(b), 2.10 by 2:00 p.m. at least five one (51) Business Days before Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will 2.10 shall be irrevocable; provided that any such a notice terminating any of termination of the Commitments delivered by the Borrower may state that it such notice is conditioned on upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will shall be permanent and will permanent. Each reduction of the Commitments shall 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 CommitmentsCommitment Percentages.

Termination or Reduction of Commitments. (a) Unless previously terminatedThe Borrowers shall have the right, all of upon not less than five Business Days' written notice to the Administrative Agent, to terminate the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or or, from time to time time, to reduce the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partamount thereof; provided that provided, (i) the amount of each that no such termination or reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, 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 permitted if, after giving effect thereto and to any concurrent prepayment prepayments of the Loans pursuant to Section 2.10made on the effective date thereof, the total Unsecured Facility Exposures then outstanding principal amount of the Loans would exceed the Total Unsecured Facility Commitmentamount of the Commitments then in effect, and (ivii) any reduction pursuant to subsections 2.5(a) and (b) shall be applied in equal amounts between the Commitments 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) Unless an Event of Default has occurred and is continuing, the Borrowers shall have the right, in their sole discretion, to terminate the 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 reduce 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 (as distinct from terminate i) prepay all of such Lender's outstanding Loans together with interest thereon accrued to such Early Commitment Termination Date and any amounts payable pursuant to subsection 2.17, (ii) pay all Commitment Fees accrued to such Early Commitment Termination Date with respect to such Lender's Commitment and (iii) pay all amounts then owing to such Lender pursuant to subsections 2.14, 2.16, 2.17 and 9.5 for which demand has been made to the Borrowers prior to such Early Commitment Termination Date. Upon termination of such Lender's Commitment in whole) the Commitments ifaccordance with this subsection 2.5(b), after giving effect thereto, the outstanding Commitments would such Lender shall cease to be less than $50,000,000a party hereto. (c) The Borrower Agent shall notify In the Administrative Agent event that the Borrowers elect to terminate the Commitment of any election Lender pursuant to terminate or reduce any Commitments under Section 2.08(bsubsection 2.5(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and Borrowers shall have the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilitiesright, in which case such notice may be revoked by the Borrower Agent (by their sole discretion, upon notice to the Administrative Agent on Agent, to request one or before the specified effective date) 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 condition is not satisfied. Any termination or reduction terminated Commitments are in the aggregate greater than 15% of the Secured Facility Commitments then aggregate Commitments, the Borrowers will replace such terminated Lender or Lenders with one or more replacement lenders (which may be permanent and a Lender or Lenders) which will be made ratably among acquire on the Lenders date of such termination, pursuant to subsection 9.6(c), an amount of such terminated Commitment or Commitments, as applicable, which will result in accordance with their respective Secured Facility the then aggregate Commitments; and any termination or reduction , after giving effect to such acquisition, being at least 85% of the Unsecured Facility aggregate Commitments will as of the Closing Date (as the same may be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Facility Commitmentsreduced pursuant to subsection 2.5(a), but excluding any reductions pursuant to subsection 2.5(b)).

Termination or Reduction of Commitments. (a) Unless previously terminated, all 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 Commitments will Lenders), the Borrower shall have the right, without premium or penalty, on any day, to permanently terminate on or reduce the Revolving Availability Termination Date. (b) The Borrowers may at any time terminate Commitments, as determined by the Secured Facility Commitments or the Unsecured Facility Commitments (or both) Borrower, in whole or from time to time reduce the Secured Facility Commitments or the Unsecured Facility Commitments (or both) 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 each reduction (as distinct from termination at least $10,000,000 and in whole) of the Commitments a Facility shall be an integral multiple of $1,000,000 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 this Agreement, the Total Exposure shall not exceed the Loan Limit. (b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than $5,000,000two (2) Business Days’ prior notice to the Administrative Agent (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 (ii) whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrowers shall not terminate or reduce the Secured Facility Commitments if, after giving effect theretoBorrower, the total Secured Facility Exposures would exceed the Total Secured Facility CommitmentAdministrative Agent, (iii) the Borrowers shall not terminate any Letter of Credit Issuer, any Swingline Lender or reduce the Unsecured Facility Commitments if, after giving effect thereto and to any concurrent prepayment of Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000Lender may have against such Defaulting Lender. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any Commitments under Section 2.08(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election Total Commitment and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent Swingline Commitment shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned terminate at 5:00 p.m. on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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 CommitmentsTermination Date.

Termination or Reduction of Commitments. (a) Unless previously terminatedThe Borrower may, all of upon notice to the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time Administrative Agent, terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole Commitments, or from time to time reduce the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partCommitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility any such notice shall be an integral multiple received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of $1,000,000 and not less than $5,000,000termination or reduction, (ii) any such partial reduction shall be (A) in the Borrowers shall not terminate case of the Term Loans, in an aggregate amount of $1,000,000 or reduce any whole multiple of $500,000 in excess thereof, and (B) in the Secured Facility Commitments ifcase of the Revolving Loans, after giving effect thereto, the total Secured Facility Exposures would exceed the Total Secured Facility Commitment, in an aggregate amount of $100,000 or any whole multiple of $50,000 in excess thereof; and (iii) the Borrowers shall Borrower may not terminate or reduce the Unsecured Facility Revolving Loan Commitments if, after giving effect thereto and to any concurrent prepayment of Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be an amount less than $50,000,000. (c) the Letter of Credit Usage then outstanding. The Borrower Administrative Agent shall will promptly notify the Administrative Agent of any election to terminate or reduce any Commitments under Section 2.08(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of any of the Secured Facility Commitments. Any reduction of the Term Loan Commitments will be permanent and will shall be made ratably among the Term Loan Lenders in accordance with their respective Secured Facility 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; and 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 Unsecured Facility Commitments will shall be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Facility Commitmentspermanent.

Termination or Reduction of Commitments. (a) Unless previously terminated, all of the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole terminate, or from time to time reduce reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partCommitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Borrowers Borrower shall not terminate or reduce the Secured Facility Commitments if, 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 Revolving Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, total Commitments and (iviii) the Borrowers Borrower shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,00030,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under Section 2.08(b), at least five (5) one Business Days Day before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any the Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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, all of the Commitments will terminate on the Revolving Availability Termination Maturity Date. (b) The Borrowers may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or from time to time reduce the Secured 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 Facility Commitments a Facility shall be an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, after giving effect thereto, the total Secured Facility Exposures would exceed the Total Secured Facility Commitment[reserved], (iii) the Borrowers shall not terminate or reduce the Unsecured Facility Commitments if, after giving effect thereto and to any concurrent prepayment of Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any Commitments under Section 2.08(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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, all of (i) the 364-Day Commitments will terminate on the 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 Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole terminate, or from time to time reduce reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in part364-Day Commitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the 364-Day Commitments a Facility shall be an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrowers Borrower shall not terminate or reduce the Secured Facility Commitments if, 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 364-Day Commitments if, after giving effect thereto and to any concurrent prepayment of 364-Day Revolving Loans pursuant to Section 2.102.11, the total Unsecured Facility Exposures Total 364-Day Outstanding Amount would exceed the Total Unsecured Facility Commitment, 364-Day Commitment and (iviii) the Borrowers Borrower shall not reduce (as distinct from terminate in whole) the 364-Day Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) The Borrower Agent 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 Borrower shall notify the Administrative Agent of any election to terminate or reduce any Commitments under Section 2.08(b2.09(b) or (c), at least five (5) one Business Days Day before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be permanent and will be made ratably among among, as appropriate, the 364-Day Lenders or the Five-Year 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 terminatedThe Company may, all of at its discretion, upon written notice to the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time Administrative Agent, terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole Aggregate Commitments, or from time to time permanently reduce the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partAggregate Commitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility any such notice shall be an integral multiple received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of $1,000,000 and not less than $5,000,000termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of at least $1,000,000 or, if less, the Borrowers entire Aggregate Commitments and (iii) the Company shall not terminate or reduce the Secured Facility Commitments if, 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 Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment of Loans pursuant to Section 2.10prepayments hereunder, the total Unsecured Facility Exposures Total Outstandings would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) Aggregate Commitments. The Borrower Agent shall notify will be required to pay the Administrative Agent Makewhole Fee, applicable amounts under Sections 3.01 and 3.05 and other amounts applicable for the terminated portion of any election the Facility; provided that a Makewhole Fee will not be payable in the event that (i) Borrower exercises the right to terminate or reduce any the Facility described in this Section 2.04 following the assertion of claims for additional amounts under Sections 3.01 and 3.04 that exceed an amount equal to 0.10% per annum times the Aggregate Commitments under or (ii) Borrower exercises the right to terminate the Facility (in whole) described in this Section 2.08(b)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 five (5) 10 Business Days before 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 2015, the Aggregate Commitments shall be reduced without further action by any Person to the greater of (a) $100,000,000 and (b) the Outstanding Amount as of such election date and the effective date thereof. Promptly after it receives any such noticeBorrower may, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to as provided in this Section will be irrevocable; provided that any such notice terminating any 2.04, further reduce the Aggregate Commitments may state that it is conditioned on below the effectiveness of other credit facilities, amount set forth in which case such notice may be revoked by the Borrower Agent clause (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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 Commitmentsa).

Termination or Reduction of Commitments. (a) Unless previously terminatedThe Borrower may, all of upon notice to the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time Administrative Agent, terminate the Secured Facility Aggregate Commitments, terminate the Tranche A-1 Commitments, the Tranche A-2 Commitments or and/or the Unsecured Facility Commitments (or both) in whole Tranche B Commitments, or from time to time permanently reduce the Secured Facility Aggregate Commitments or and/or permanently reduce the Unsecured Facility Tranche A-1 Commitments, the Tranche A-2 Commitments (or both) in partand/or the Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 8:00 a.m. five Business Days prior to the date of termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral multiple of $1,000,000 and not less than £5,000,000 or $5,000,000, as applicable, or any whole multiple of £1,000,000 or $1,000,000, as applicable, in excess thereof. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and/or the Tranche A-1 Commitments, the ▇▇▇▇▇▇▇ ▇- ▇ Commitments and/or the Tranche B Commitments, as the case may be. Any reduction of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be applied to the Commitment of each Lender according to its Applicable Percentage of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be). All fees accrued until the effective date of any termination of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be paid on the effective date of such termination. (b) Unless previously terminated, the Tranche A-1 Commitment, the Tranche A-2 Commitment and the Tranche B Commitment of each Lender shall automatically terminate in full at 5:00 p.m. (New York City time) on the earlier of (i) the termination of the Certain Funds Period and (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, Closing Date (after giving effect thereto, to 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 Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000Borrowings on such date). (c) The Upon receipt by the Borrower Agent or any of its Subsidiaries, on or after the Effective Date but prior to the Closing Date, of Net Cash Proceeds arising from any Asset Sale, Debt Issuance or any Equity Issuance, the Aggregate Commitments shall notify be reduced no later than the Administrative Agent of any election to terminate or reduce any Commitments under Section 2.08(b), at least five (5) Business Days before Day following the effective date receipt of such termination or reduction, specifying Net Cash Proceeds in an amount equal to 100% of such election and Net Cash Proceeds. Any reduction of the effective date thereof. Promptly after Aggregate Commitments pursuant to this clause (c) shall be applied (i) if such Net Cash Proceeds are denominated in currencies other than Dollars (it receives any such notice, being understood that the Administrative Agent shall advise convert such Net Cash Proceeds into Sterling or Dollars, as applicable, at the Lenders Spot Rate in effect on the date of the contents thereof. Each notice delivered receipt of such Net NYDOCS03/1043960.14 38 Cash Proceeds by the Borrower Agent pursuant to this Section will be irrevocable; provided that or any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilitiesits Subsidiaries) first, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction Tranche A-1 Commitments of the Secured Facility Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Secured Facility Commitments; and any termination or reduction Applicable Percentages until Tranche A-1 Commitments have been reduced to zero, second, to the Tranche A-2 Commitments of the Unsecured Facility Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Applicable Percentages until the Tranche A-2 Commitments have been reduced to zero and third, to the Tranche B Commitments of the Lenders in accordance with their respective Applicable Percentages and (y) if such Net Cash Proceeds are denominated in Dollars, first, to the Tranche B Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche B Commitments have been reduced to zero, second, to the Tranche A-1 Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche A-1 Commitments have been reduced to zero and third, to the Tranche A-2 Commitments of the Lenders in accordance with their respective Applicable Percentages; provided that in the case of immediately preceding clause (y), after the Tranche B Commitments have been reduced to zero, the Administrative Agent shall convert such excess Net Cash Proceeds into Sterling at the Spot Rate in effect on the date of receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries. At the Borrower’s option, so long as the Tranche A-1 Commitments and the Tranche B Commitments have been reduced to zero, the Borrower may retain the Net Cash Proceeds of any Debt Issuance arising from issuance of senior unsecured notes to the extent used promptly (and, in all events, within 5 Business Days) to refinance (on a dollar-for-dollar basis) the Borrower’s existing 6.63% Notes due 2016. (d) The Borrower shall promptly notify the Administrative Agent of receipt of such Net Cash Proceeds, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (e) In the event and on each occasion that the Borrower or any of its Subsidiaries enters into any term loan facility, the Commitments shall be automatically and permanently reduced ratably in an amount equal to 100% of the committed amount under such term loan facility (or, if less, by an amount equal to the aggregate amount of the Commitments then in effect), such reduction to be effective upon the effectiveness of the definitive documentation for such term loan facility and receipt by (x) the Administrative Agent of a notice from the Borrower that such term loan facility constitutes a Qualifying Term Loan Facility and (y) the Administrative Agent and the Cash Confirmation Advisor of evidence, in form and substance reasonably satisfactory to the Administrative Agent and the Cash Confirmation Advisor that the Borrower will have sufficient resources available to it following such reduction of the Commitments to complete the Target Acquisition (which may include, but is not limited to, the written consent of the Cash Confirmation Advisor prior to the date of such reduction). Such reduction shall be applied to the Tranche A-1 Commitments and the Tranche B Commitments pro rata, and, if no Tranche A-1 Commitments and Tranche B Commitments are outstanding at such time, the Tranche A-2 Commitments, in each case of the Lenders in accordance with their respective Applicable Percentages.

Termination or Reduction of Commitments. (a) Unless previously terminated, all of the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or from time to time reduce the Secured 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 Commitments a Facility shall be an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers Borrower shall not terminate or reduce the Secured Facility Commitments if, 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 Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, total Commitments and (iviii) the Borrowers Borrower shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under Section 2.08(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any the Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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) 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, all of the Revolving Credit Commitments will shall terminate on the Revolving Availability Credit Termination Date. (b) The Borrowers may Upon at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments least three Business Days’ prior irrevocable written (or both) in whole or from time to time reduce the Secured 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 Commitments a Facility shall be an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, 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 Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any Commitments under Section 2.08(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Borrower Agent 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 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 before the specified effective date) if such condition is not satisfied. Any termination or reduction release of any claim any of the Secured Facility Borrowers or the Administrative Agent may have against such Defaulting Lender. (c) Subject to the last sentence of Section 2.10(b) and to Section 2.25, any reduction in the Total Revolving Credit Commitments will be permanent and will hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Secured Facility 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 or 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 Unsecured Facility Commitments will be permanent 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 will be made ratably among the Administrative Agent shall give the Lenders in accordance with their respective Unsecured Facility 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.

Termination or Reduction of Commitments. (a) Unless previously terminated, all of the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers Borrower may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole terminate, or from time to time reduce reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partCommitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000, 10,000.000 and (ii) the Borrowers Borrower shall not terminate or reduce the Secured Facility Commitments if, 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 Revolving Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, total Commitments and (iviii) the Borrowers Borrower shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under Section 2.08(b), at least five (5) one Business Days Day before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any the Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 43 3ACTIVE 221393034 (a) Unless previously terminated, all of the Revolving Commitments will shall terminate on the Revolving Availability 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 Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole terminate, or from time to time reduce reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partRevolving Commitments; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Revolving Commitments a Facility shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Co-Borrowers shall not terminate or reduce the Secured Facility Revolving Commitments if, 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 pursuant to in accordance with Section 2.102.12, (A) the total Unsecured Facility Exposures Dollar Amount any Bank’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the sum of the Dollar Amount of Total Revolving Credit Exposure plus the aggregate principal amount of outstanding Money Market Loans would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000total Revolving Commitments. (c) The Borrower Agent Carlisle shall notify the Administrative Agent of any election to terminate or reduce any the Revolving Commitments under paragraph (b) of this Section 2.08(b), at least five three (53) Business Days before (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 after it receives following receipt of any such notice, the Administrative Agent shall advise the Lenders Banks of the contents thereof. Each notice delivered by the Borrower Agent Carlisle pursuant to this Section will shall be irrevocable; provided that any such a notice terminating any of termination of the Revolving Commitments delivered by Carlisle may state that it such notice is conditioned on upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower Agent ▇▇▇▇▇▇▇▇ (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Revolving Commitments will shall be permanent and will permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders Revolving Banks 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 Revolving Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminatedThe Borrowers shall have the right, all of upon not less than five Business Days' written notice to the Administrative Agent, to terminate the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or or, from time to time time, to reduce the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partamount thereof; provided that provided, (i) the amount of each that no such termination or reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, 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 permitted if, after giving effect thereto and to any concurrent prepayment prepayments of the Loans pursuant to Section 2.10made on the effective date thereof, the total Unsecured Facility Exposures then outstanding principal amount of the Loans would exceed the Total Unsecured Facility Commitmentamount of the Commitments then in effect, and (ivii) any reduction pursuant to subsections 2.5(a) and (b) shall be applied in equal amounts between the Commitments 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) Unless an Event of Default has occurred and is continuing, the Borrowers shall have the right, in their sole discretion, to terminate the 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 reduce 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 (as distinct from terminate i) prepay all of such Lender's outstanding Loans together with interest thereon accrued to such Early Commitment Termination Date and any amounts payable pursuant to subsection 2.17, (ii) pay all Commitment Fees accrued to such Early Commitment Termination Date with respect to such Lender's Commitment and (iii) pay all amounts then owing to such Lender pursuant to subsections 2.14, 2.16, 2.17 and 9.5 for which demand has been made to the Borrowers prior to such Early Commitment Termination Date. Upon termination of such Lender's Commitment in whole) the Commitments ifaccordance with this subsection 2.5(b), after giving effect thereto, the outstanding Commitments would such Lender shall cease to be less than $50,000,000a party hereto. (c) The Borrower Agent shall notify In the Administrative Agent event that the Borrowers elect to terminate the Commitment of any election Lender pursuant to terminate or reduce any Commitments under Section 2.08(bsubsection 2.5(b), at least five (5) Business Days before the effective date of such termination or reduction, specifying such election and Borrowers shall have the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilitiesright, in which case such notice may be revoked by the Borrower Agent (by their sole discretion, upon notice to the Administrative Agent on Agent, to request one or before the specified effective date) 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 condition is not satisfied. Any termination or reduction terminated Commitments are in the aggregate greater than 15% of the Secured Facility Commitments then aggregate Commitments, the Borrowers will replace such terminated Lender or Lenders with one or more replacement lenders (which may be permanent and a Lender or Lenders) which will be made ratably among acquire on the Lenders date of such termination, pursuant to subsection 9.6(c), an amount of such terminated Commitment or Commitments, as applicable, which will result in accordance with their respective Secured Facility the then aggregate Commitments; and any termination or reduction , after giving effect to such acquisition, being at least 85% of the Unsecured Facility aggregate Commitments will as of the Closing Date (as the same may be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Facility Commitmentsreduced pursuant to subsection 2.5(a), but excluding any reductions pursuant to subsection 2.5(b)).

Termination or Reduction of Commitments. (a) Unless previously terminated, all (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 existence, terminate on the last day of the Term Loan Availability Period and (ii) the Revolving Commitments will terminate on the Revolving Availability Termination Maturity Date. (b) The Borrowers Holdings may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole terminate, or from time to time reduce reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partof any Class; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility of any Class shall be an integral multiple of $1,000,000 and 100,000 but not less than $5,000,000, 500,000 and (ii) the Borrowers Holdings shall not terminate or reduce the Secured Facility Commitments if, 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 Revolving Commitments if, after giving effect thereto and to any concurrent prepayment of Revolving Loans pursuant to Section 2.10, the total Unsecured Facility Revolving Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000total Revolving Commitments. (c) The Borrower Agent Holdings shall notify the Administrative Agent of any election to terminate or reduce any the Commitments under Section 2.08(b), 2.07(b) at least five (5) three Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent Holdings pursuant to this Section will be irrevocable; provided that any such notice terminating any the Revolving Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent Holdings (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments of any Class will be permanent and will be made ratably among the Lenders in accordance with their respective Secured Facility Commitments; and any termination or reduction Commitments of the Unsecured Facility Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Facility Commitmentssuch Class.

Termination or Reduction of Commitments. (a) Unless previously terminated, all of (i) the Term Commitments will terminate on the Effective Date immediately after the closing hereunder and (ii) the Revolving Availability Termination Commitments will terminate on the Maturity Date. (b) The Borrowers Xerox may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole terminate, or from time to time reduce reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in part; Revolving Commitments, provided that (iA) the amount of each reduction (as distinct from termination in whole) of the Revolving Commitments a Facility shall be the amount of $10,000,000 or an integral multiple of $1,000,000 thereof and not less than $5,000,000, (iiB) the Borrowers Xerox shall not terminate or reduce the Secured Facility Commitments if, 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 Revolving Commitments if, after giving effect thereto and to any concurrent prepayment of Revolving Loans pursuant to Section 2.102.09, the total Unsecured Facility Revolving Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000total Revolving Commitments. (c) The Borrower Agent Xerox shall notify the Administrative Agent of any election to terminate or reduce any the Revolving Commitments under Section 2.08(b), 2.07(b) at least five (5) two Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent Xerox pursuant to this Section 2.07(c) will be irrevocable; , provided that any such notice terminating any the Revolving Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent Xerox (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Revolving Commitments will be permanent and will be made ratably among the Revolving 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 Revolving Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminatedIf the Aggregate Revolving Credit Commitments exceed $225,000,000, all the Aggregate Revolving Credit Commitments shall be automatically and permanently reduced in an amount equal to one hundred percent (100%) of the Net 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 will terminate on pursuant to this Section 2.07(a) shall reduce the Aggregate Revolving Availability Termination DateCredit 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 permanent reduction hereunder, the Aggregate Revolving Credit Commitments do not exceed the following amounts on the following dates: (i) on March 31, 2009, the Aggregate Revolving Credit Commitments shall not exceed $400,000,000; (ii) on June 30, 2009, the Aggregate Revolving Credit Commitments shall not exceed $350,000,000; (iii) on September 30, 2009, the Aggregate Revolving Credit Commitments shall not exceed $300,000,000; and (iv) on December 31, 2009, the Aggregate Revolving Credit Commitments shall not exceed $250,000,000. (c) 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 Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partAggregate Revolving Credit Commitments; provided that (i) 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 shall be in an aggregate amount of each reduction (as distinct from termination in whole) of the Commitments a Facility shall be an integral $5,000,000 or any whole multiple of $1,000,000 and not less than $5,000,000in excess thereof, or the entire remaining Aggregate Revolving Credit Commitments, (iiiii) the Borrowers Borrower shall not terminate or reduce the Secured Facility Commitments if, 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 Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayment of Loans pursuant to Section 2.10prepayments hereunder, the total Unsecured Facility Exposures Total Revolving Outstandings would exceed the Total Unsecured Facility CommitmentAggregate Revolving Credit Commitments, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect theretoto any reduction of the Aggregate Revolving Credit Commitments, the outstanding Commitments would Letter of Credit - BA Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such sublimit shall be less than $50,000,000automatically reduced by the amount of such excess. (cd) The Borrower Administrative Agent shall 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 Section 2.06(d) or reduce this Section 2.07. Any reduction of the Aggregate Revolving Credit Commitments pursuant to Section 2.06(d) 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 under Section 2.08(b), at least five (5) Business Days before shall be paid on the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will be 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 Commitmentstermination.

Termination or Reduction of Commitments. (a) Unless previously terminated, all of (i) the Term Commitments will shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Availability Termination Maturity Date. (b) The Borrowers Borrower may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or or, from time to time reduce time, reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partof any Class; provided that (i) the amount of each reduction (as distinct from termination in whole) of the Commitments a Facility of any Class shall be in an amount that is an integral multiple of $US$1,000,000 and not less than $US$5,000,000, (ii) the Borrowers Borrower shall not terminate or reduce the Secured Facility US Dollar Tranche Revolving Commitments or the Multicurrency Tranche Revolving Commitments if, after giving effect theretoto any concurrent prepayment of the Loans in accordance with Section 2.13, the sum of the total Secured Facility US Dollar Tranche Revolving Exposures or Multicurrency Tranche Revolving Exposures, as applicable, would exceed the Total Secured Facility Commitmenttotal US Dollar Tranche Revolving Commitments or Multicurrency Tranche Revolving Commitments, as applicable, and (iii) the Borrowers Borrower shall not terminate or reduce any of the Unsecured Facility Revolving Commitments if, after giving effect thereto and to any concurrent prepayment of the Loans pursuant to in accordance with Section 2.102.13, the sum of the total Unsecured Facility Revolving Exposures and the total Competitive Loan Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000total Revolving Commitments. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Commitments Class under paragraph (b) of this Section 2.08(b), at least five (5) three Business Days before prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any following receipt of such a notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section will shall be irrevocable; provided that a notice of termination of any such notice terminating any of the Revolving Commitments delivered by the Borrower may state that it such notice is conditioned on upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Commitments will of any Class shall be permanent and will permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Secured Facility Commitments; and any termination or reduction Commitments of the Unsecured Facility Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Facility Commitmentssuch Class.

Termination or Reduction of Commitments. (a) Unless previously terminatedThe Borrower may, all of upon notice to the Commitments will terminate on the Revolving Availability Termination Date. (b) The Borrowers may at any time Administrative Agent, terminate the Secured Facility Aggregate Commitments, terminate the Tranche A-1 Commitments, the Tranche A-2 Commitments or and/or the Unsecured Facility Commitments (or both) in whole Tranche B Commitments, or from time to time permanently reduce the Secured Facility Aggregate Commitments or and/or permanently reduce the Unsecured Facility Tranche A-1 Commitments, the Tranche A-2 Commitments (or both) in partand/or the Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 8:00 a.m. five Business Days prior to the date of termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of each £5,000,000 or $5,000,000, as applicable, or any whole multiple of £1,000,000 or $1,000,000, as applicable, in excess thereof. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction (as distinct from termination in whole) of the Aggregate Commitments a Facility and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be. Any reduction of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be an integral multiple applied to the Commitment of $1,000,000 each Lender according to its Applicable Percentage of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be). All fees accrued until the effective date of any termination of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be paid on the effective date of such termination. NYDOCS03/1048584.737 (b) Unless previously terminated, the Tranche A-1 Commitment and not less than $5,000,000the Tranche A-2 Commitment of each Lender shall automatically terminate in full at 5:00 p.m. (New York City time) on the earlier of (i) the termination of the Certain Funds Period and (ii) the Closing Date (after giving effect to the Borrowings on such date). Unless previously terminated, the Tranche B Commitment of each Lender shall automatically terminate in full at 5:00 p.m. (New York City time) on the earliest of (i) the end of the Tranche B Availability Period, (ii) the Borrowers shall not terminate or reduce the Secured Facility Commitments if, Closing Date (after giving effect theretoto the Borrowings on such date, if the total Secured Facility Exposures would exceed Tranche B Loans are made to the Total Secured Facility Commitment, Borrower on such date) and (iii) the Borrowers shall not terminate or reduce the Unsecured Facility Commitments if, Tranche B Closing Date (after giving effect thereto and to any concurrent prepayment of the Borrowings on such date, if the Tranche B Loans pursuant are made to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000Borrower on such date). (c) The Upon receipt by the Borrower Agent shall notify or any of its Subsidiaries, on or after the Administrative Agent Effective Date but prior to the Closing Date (or, in the case of any election to terminate or reduce any Commitments under Section 2.08(bthe Tranche B Commitments, the Tranche B Closing Date, if applicable), at least five (5) of Net Cash Proceeds arising from any Asset Sale, Debt Issuance or any Equity Issuance, the Aggregate Commitments shall be reduced no later than the Business Days before Day following the effective date receipt of such termination or reduction, specifying Net Cash Proceeds in an amount equal to 100% of such election and Net Cash Proceeds. Any reduction of the effective date thereof. Promptly after Aggregate Commitments pursuant to this clause (c) shall be applied (i) if such Net Cash Proceeds are denominated in currencies other than Dollars (it receives any such notice, being understood that the Administrative Agent shall advise convert such Net Cash Proceeds into Sterling or Dollars, as applicable, at the Lenders Spot Rate in effect on the date of the contents thereof. Each notice delivered receipt of such Net Cash Proceeds by the Borrower Agent pursuant to this Section will be irrevocable; provided that or any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilitiesits Subsidiaries) first, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction Tranche A-1 Commitments of the Secured Facility Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Secured Facility Commitments; and any termination or reduction Applicable Percentages until Tranche A-1 Commitments have been reduced to zero, second, to the Tranche A-2 Commitments of the Unsecured Facility Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Applicable Percentages until the Tranche A-2 Commitments have been reduced to zero and third, to the Tranche B Commitments of the Lenders in accordance with their respective Applicable Percentages and (y) if such Net Cash Proceeds are denominated in Dollars, first, to the Tranche B Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche B Commitments have been reduced to zero, second, to the Tranche A-1 Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche A-1 Commitments have been reduced to zero and third, to the Tranche A-2 Commitments of the Lenders in accordance with their respective Applicable Percentages; provided that in the case of immediately preceding clause (y), after the Tranche B Commitments have been reduced to zero, the Administrative Agent shall convert such excess Net Cash Proceeds into Sterling at the Spot Rate in effect on the date of receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries. At the Borrower’s option, so long as the Tranche A-1 Commitments and the Tranche B Commitments have been reduced to zero, the Borrower may retain the Net Cash Proceeds of any Debt Issuance arising from issuance of senior unsecured notes to the extent used promptly (and, in all events, within 5 Business Days) to refinance (on a dollar-for-dollar basis) the Borrower’s existing 6.63% Notes due 2016. (d) The Borrower shall promptly notify the Administrative Agent of receipt of such Net Cash Proceeds, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (e) In the event and on each occasion that the Borrower or any of its Subsidiaries enters into any term loan facility, the Commitments shall be automatically and permanently reduced ratably in an amount equal to 100% of the committed amount under such term loan facility (or, if less, by an amount equal to the aggregate amount of the Commitments then in effect), such NYDOCS03/1048584.738 reduction to be effective upon the effectiveness of the definitive documentation for such term loan facility and receipt by (x) the Administrative Agent of a notice from the Borrower that such term loan facility constitutes a Qualifying Term Loan Facility and (y) the Administrative Agent and the Cash Confirmation Advisor of evidence, in form and substance reasonably satisfactory to the Administrative Agent and the Cash Confirmation Advisor that the Borrower will have sufficient resources available to it following such reduction of the Commitments to complete the Target Acquisition (which may include, but is not limited to, the written consent of the Cash Confirmation Advisor prior to the date of such reduction). Such reduction shall be applied to the Tranche A-1 Commitments, and, if no Tranche A-1 Commitments are outstanding at such time, the Tranche B Commitments and, if no Tranche A-1 Commitments and no Tranche B Commitments are outstanding at such time, Tranche A-2 Commitments, in each case in accordance with the Lenders’ respective Applicable Percentages.

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, all from the date hereof to and including the last day of the Commitments will terminate Commitment Period, on the Revolving Availability Termination Date. (b) average daily amount of such Bank's Commitment hereunder, payable on __________, 1996, and quarter- annually thereafter. The Borrowers facility fee shall be calculated as follows at a rate expressed in terms of Basis Points per annum based on the 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 Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole or from time to time reduce terminate in whole or ratably in part the Secured 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 Commitments a Facility shall be Banks hereunder to an integral multiple of $1,000,000 and 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 any such partial termination shall be in an aggregate amount for all the Banks of Ten Million Dollars ($5,000,000, (ii10,000,000) or any integral multiple thereof. The Agent shall promptly notify each Bank of its proportionate amount and the Borrowers shall not terminate or reduce the Secured Facility Commitments if, after giving effect theretodate of each such termination. After each such termination, the total Secured Facility Exposures would exceed the Total Secured Facility Commitment, (iii) the Borrowers facility fees payable hereunder shall not terminate or reduce the Unsecured Facility Commitments if, after giving effect thereto and to any concurrent prepayment of Loans pursuant to Section 2.10, the total Unsecured Facility Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) be calculated upon the Commitments ifof the Banks as so reduced. If the Borrower terminates in whole the Commitments of the Banks, after giving effect thereto, the outstanding Commitments would be less than $50,000,000. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce any Commitments under Section 2.08(b), at least five (5) Business Days before 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 after it receives any such noticeif any, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice Notes outstanding together with all interest (if any) and facility fees accrued and unpaid) all of the Notes outstanding shall be delivered by the Borrower Agent pursuant to this Section will be irrevocable; provided that any such notice terminating any Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or before marked 'Cancelled' and redelivered to the specified effective date) if such condition is not satisfiedBorrower. Any termination or partial reduction in the Commitments of the Secured Facility Commitments will Banks shall be permanent and will be made ratably among effective during the Lenders in accordance with their respective Secured Facility Commitments; and any termination or reduction remainder of the Unsecured Facility Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Unsecured Facility CommitmentsCommitment Period."

Termination or Reduction of Commitments. (a) Unless The Revolving Commitments shall be reduced from time to time or terminated in accordance with the terms of Section 2.10(b), and, unless previously terminated, all of the Revolving Commitments will terminate on the Revolving Availability Termination Maturity Date. (b) The Borrowers Xerox may at any time terminate the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in whole terminate, or from time to time reduce reduce, the Secured Facility Commitments or the Unsecured Facility Commitments (or both) in partRevolving Commitments; provided that (iA) the amount of each reduction (as distinct from termination in whole) of the Revolving Commitments a Facility shall be the amount of $10,000,000 or an integral multiple of $1,000,000 thereof and not less than $5,000,000, (iiB) the Borrowers Xerox shall not terminate or reduce the Secured Facility Commitments if, 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 Revolving Commitments if, after giving effect thereto and to any concurrent prepayment of Revolving Loans pursuant to Section 2.10, the total Unsecured Facility Revolving Exposures would exceed the Total Unsecured Facility Commitment, and (iv) the Borrowers shall not reduce (as distinct from terminate in whole) the Commitments if, after giving effect thereto, the outstanding Commitments would be less than $50,000,000total Revolving Commitments. (c) The Borrower Agent Xerox shall notify the Administrative Agent of any election to terminate or reduce any the Revolving Commitments under Section 2.08(b2.07(b), or any required reduction of the Revolving Commitments under Section 2.10(b), at least five (5) two Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent Xerox pursuant to this Section will be irrevocable; provided that any such notice terminating any the Revolving Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent Xerox (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Secured Facility Revolving Commitments will be permanent and will be made ratably among the Revolving 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 Revolving Commitments.