Common use of Voluntary Termination or Reduction Clause in Contracts

Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, any tranche of Revolving Commitments; provided that (i) each such reduction pursuant to this Section shall be in an amount that is $500,000 or a larger multiple of $100,000 and (ii) the Borrower shall not terminate or reduce any tranche of Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranche. The Borrower shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving Commitments under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each reduction of any tranche of Revolving Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, any tranche of Revolving Commitments; , provided that (i) each such reduction pursuant to this Section shall be in an amount that is $500,000 or a larger multiple of $100,000 and (ii) the Borrower shall not terminate or reduce any tranche of Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranche. The Borrower shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving Commitments under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each reduction of any tranche of Revolving Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The Borrower SCA may at any time terminate, or from time to time reduce, any tranche the Letter of Credit Commitments and/or the Revolving Credit Commitments; provided PROVIDED that (i) each such reduction pursuant to this Section shall be in an amount that is $500,000 10,000,000 or a larger multiple of $100,000 and 1,000,000, (ii) the Borrower SCA shall not terminate or reduce any tranche the Letter of Credit Commitments if the aggregate LC Exposure would exceed the Letter of Credit Commitments and (iii) SCA shall not reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of if the Loans in accordance with Section 2.11, (x) the Aggregate aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranche. The Borrower SCA shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving the Commitments under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof; PROVIDED that upon the earlier of (i) the termination of the Commitments of any Tranche and (ii) the Commitment Termination Date, the Commitments of such Tranche shall automatically be reduced to zero. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower SCA pursuant to this Section paragraph (b) shall be irrevocable; provided PROVIDED that a notice of such termination of any of the Commitments delivered by SCA may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower SCA (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any Subject to the proviso in the immediately preceding sentence, any termination or reduction of any tranche of Revolving the Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each Each reduction of the Commitments of any tranche of Revolving Commitments Tranche shall be made ratably among the relevant Lenders of such tranche in accordance with their respective Revolving CommitmentsCommitments of such Tranche.

Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, any tranche the Revolving Credit Commitments (and either or both of the Revolving Credit Sub-Commitments); provided that (i) each such reduction pursuant to this Section of the Revolving Credit Commitments (and either Revolving Credit Sub-Commitment) shall be in an amount that is $500,000 5,000,000 or a larger multiple of $100,000 and 1,000,000, (ii) the Borrower shall not terminate or reduce any tranche of the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (xA) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the total Revolving Credit Exposures plus the aggregate outstanding principal amount of the outstanding Revolving Competitive Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Credit Commitments, (B) in the case of any reduction of the Dollar Revolving Credit Sub-Commitments, the total Dollar Revolving Credit Exposures would exceed the aggregate amount of the Dollar Revolving Credit Sub-Commitments or (C) in the case of any reduction of the Multicurrency Revolving Credit Sub-Commitments, the total Multicurrency Revolving Credit Exposures would exceed the aggregate amount of the Multicurrency Revolving Credit Sub-Commitments and (iii) after giving effect to any such tranchereduction, the aggregate amount of the Revolving Credit Sub-Commitments shall not exceed the Revolving Credit Commitments as so reduced. The Borrower shall notify the Administrative Agent of any election to terminate or reduce any tranche the Revolving Credit Commitments (and, in the case of a reduction, the amount of such reduction to be allocated to the Dollar Revolving Commitments Credit Sub-Commitment and/or the Multicurrency Revolving Credit Sub-Commitment hereunder) under this paragraph (b) at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination of the Revolving Credit Commitments (and of the Revolving Credit Sub-Commitments) delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each reduction of any tranche of Revolving Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, any tranche of Revolving Commitments; the Aggregate Commitment, provided that (i) each such reduction of the Aggregate Commitment pursuant to this Section shall be in an amount that is $500,000 or a larger multiple of $100,000 and (ii) the Borrower shall not terminate or reduce any tranche of Revolving Commitments the Aggregate Commitment if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranche. The Borrower shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving Commitments the Aggregate Commitment under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments the Aggregate Commitment shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each reduction of any tranche of Revolving Commitments the Aggregate Commitment shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments of any tranche of Revolving CommitmentsClass; provided that that: (i) each such partial reduction of the Commitments of any Class pursuant to this Section shall be in an amount that is at least $500,000 or a larger multiple of $100,000 and 1,000,000; (ii) the Borrower shall not voluntarily terminate or reduce any tranche the DSR Letter of Revolving Credit Commitments if, (A) after giving effect to any concurrent prepayment of the DSR Letter of Credit Loans in accordance with Section 2.112.09, the total DSR Letter of Credit Exposures and DSR Letter of Credit Loans would exceed the total DSR Letter of Credit Commitments and (B) the Borrower has not demonstrated to the reasonable satisfaction of the Administrative Agent that (x) the Aggregate Revolving reduced portion of the DSR Letter of Credit Exposure would exceed Commitments is not reasonably likely to be required to satisfy the Aggregate Revolving Commitment, Debt Service Reserve Required Amount or the Borrower otherwise has sufficient funds to fund the Debt Service Reserve Required Amount and (y) the Revolving Credit Exposure no Default or Event of any Lender Default would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranche. The Borrower shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving Commitments under this paragraph (b) at least three Business Days prior to the effective date occur as a result of such termination or reduction; (iii) the Borrower shall not voluntarily terminate or reduce the PPA Letter of Credit Commitments if, specifying such election and the effective date thereof. Promptly following receipt of (A) after giving effect to any notice, the Administrative Agent shall advise the Lenders concurrent prepayment of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice PPA Letter of such termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments shall be permanent. Other than in connection with a prepayment of Credit Loans in accordance with Section 2.09, the total PPA Letter of Credit Exposures and PPA Letter of Credit Loans would exceed the total PPA Letter of Credit Commitments and (B) the Borrower has not demonstrated to the reasonable satisfaction of the Administrative Agent that (x) the reduced portion of the PPA Letter of Credit Commitments is not reasonably likely to be required under the Power Purchase Agreement, or the Borrower otherwise has sufficient funds to fund the amounts required under the PPA and (y) no Default or Event of Default would occur as a result of such termination or reduction; (iv) the Borrower shall not voluntarily terminate or reduce the Term Loan Commitments if, after giving effect thereto, the Borrower has not demonstrated to the reasonable satisfaction of the Administrative Agent (in consultation with the Independent Engineer) that (x) the funds under the cancelled Term Loan Commitments are not necessary to achieve the Conversion Date by the Outside Delivery Date and (y) no Default or Event of Default would occur as a result of such termination or reduction; and (v) notwithstanding the other provisions of this Section 2.11(a)(ii)2.07, each reduction of any tranche of Revolving Commitments the Borrower shall be made ratably among permitted to voluntarily terminate or reduce the Lenders DSR Letter of such tranche in accordance with their respective Revolving CommitmentsCredit Commitments and the PPA Letter of Credit Commitments to the extent that replacement letters of credit meeting the requirements of the Debt Service Reserve Required Amount and Power Purchase Agreement (as applicable) are available to be issued under a Replacement Letter of Credit Facility.

Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, any tranche of Revolving Commitments; , provided that (i) each such reduction pursuant to this Section shall be in an amount that is $500,000 or a larger multiple of $100,000 and (ii) the Borrower shall not terminate or reduce any tranche of Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (xi) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (zii) with respect to any tranche of Revolving Commitments, the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations Exposures of Lenders in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranche. The Borrower shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving Commitments under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each reduction of any tranche of Revolving Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The Borrower Account Parties may at any time terminate, or from time to time reduce, the Commitments and/or may reduce at any tranche of Revolving Commitmentstime the Aggregate Maximum Loan Amount; provided that (i) each such reduction pursuant to this Section of the Commitments or the Aggregate Maximum Loan Amount shall be in an amount that is $500,000 25,000,000 or a larger multiple of $100,000 and 5,000,000, (ii) the Borrower Account Parties shall not terminate or reduce any tranche of Revolving the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (x) if Credit Agreement the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving CommitmentCommitments, (yiii) the Revolving Credit Exposure of any Lender Account Parties shall not reduce the Aggregate Maximum Loan Amount if the outstanding Loans would exceed the Revolving Commitment of such Lender or Aggregate Maximum Loan Amount and (ziv) with respect to any tranche of Revolving Commitments, the sum of Account Parties shall not reduce the aggregate outstanding principal amount of Aggregate Maximum Loan Amount unless the outstanding Revolving Loans of Lenders RC Sublimit under (and as defined in) the Other Credit Agreement shall be reduced in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranchea corresponding amount. The Borrower XL Capital shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving the Commitments or the Aggregate Maximum Loan Amount under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof, provided that no reduction of the Aggregate Maximum Loan Amount shall occur in connection with a reduction of the Commitments unless specified in such notice, except that upon the earlier of (x) the termination of the Commitments and (y) the Commitment Termination Date, the Aggregate Maximum Loan Amount shall automatically be reduced to zero. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower XL Capital pursuant to this Section paragraph (b) shall be irrevocable; provided that a notice of such termination of the Commitments delivered by XL Capital may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower XL Capital (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any Subject to the proviso in the immediately preceding sentence, any termination or reduction of any tranche of Revolving the Commitments or the Aggregate Maximum Loan Amount shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each Each reduction of any tranche of Revolving the Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The Borrower Discover Bank may at any time terminate, or from time to time reduce, any tranche of Revolving the Commitments; provided that (i) each such reduction pursuant to this Section of the Commitments shall be in an amount that is $500,000 or a larger an integral multiple of $100,000 5,000,000 and not less than $25,000,000 and (ii) the Borrower Discover Bank shall not terminate or reduce any tranche of Revolving the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.10, (x) the Aggregate sum of the Revolving Credit Exposure Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender total Commitments or (zii) with respect to any tranche of Revolving Commitments, the sum of the total Revolving Credit Exposures in respect of Loans made to the DFS Borrowers plus the aggregate outstanding principal amount of outstanding Competitive Loans made to the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments DFS Borrowers would exceed the aggregate amount 30% of the Revolving Commitments of such tranchetotal Commitments. The Borrower Discover Bank shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving the Commitments under this paragraph (b) hereunder at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Discover Bank pursuant to this Section shall be irrevocable; provided that a notice of such termination of the Commitments delivered by Discover Bank may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Discover Bank (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving the Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each Each reduction of any tranche of Revolving the Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, any tranche of Revolving Commitments; , provided that (i) each such reduction pursuant to this Section shall be in an amount that is $500,000 or a larger multiple of $100,000 and (ii) the Borrower shall not terminate or reduce any tranche of Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranche. The Borrower shall notify the 509265-1574-14872-Active.18681323.8 Administrative Agent of any election to terminate or reduce any tranche of Revolving Commitments under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each reduction of any tranche of Revolving Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The Borrower may at any time terminatemay, upon notice to the Administrative Agent, terminate the Construction Loan Commitments or Working Capital Loan Commitments, or from time to time reduce, any tranche of Revolving permanently reduce the Construction Loan Commitments or Working Capital Loan Commitments; provided PROVIDED that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction pursuant to this Section of the Construction Loan Commitment shall be in an aggregate amount that is of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) any such partial reduction of the Working Capital Commitment shall be in an aggregate amount of $500,000 or a larger any whole multiple of $100,000 and 500,000 in excess thereof, (iiiv) the Borrower shall not terminate or reduce the Construction Loan Commitments if, after giving effect thereto and to any tranche concurrent prepayments hereunder, the Construction Loan Outstandings would exceed the total amount of Revolving Commitments the Construction Loan Commitments, (v) the Borrower shall not terminate or reduce the Working Capital Loan Commitment, after giving effect thereto and to any concurrent prepayments hereunder, the Working Capital Loan Outstandings would exceed the total amount of the Working Capital Loan Commitment and (vi) if, after giving effect to any concurrent prepayment reduction of the Loans in accordance with Section 2.11, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Working Capital Loan Commitments, the sum Letter of Credit Sublimit or the aggregate outstanding principal Swing Line Sublimit exceeds the amount of the outstanding Revolving Loans of Lenders in respect Working Capital Loan Commitments, each applicable Sublimit shall be automatically reduced by the amount of such tranche excess. The Administrative Agent will promptly notify the Lenders of Revolving Commitments plus the aggregate amount any such notice of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount termination or reduction of the Revolving Construction Loan Commitments or Working Capital Loan Commitments. Any reduction of such tranchethe Construction Loan Commitments or Working Capital Loan Commitments shall be applied to the Construction Loan Commitment or Working Capital Loan Commitments, as applicable of, each Lender according to its Construction Loan Commitment Percentage or Working Capital Loan Commitments Percentage, as applicable. The Borrower shall notify All Commitment Fees accrued until the Administrative Agent effective date of any election to terminate termination of the Construction Loan Commitments or reduce any tranche of Revolving Commitments under this paragraph (b) at least three Business Days prior to Working Capital Commitments, as applicable, shall be paid on the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each reduction of any tranche of Revolving Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitmentstermination.

Voluntary Termination or Reduction. of Revolving Swing Line and/or Special Facility Commitments. The Borrower may at any time terminatemay, upon not less than three Business Days' prior written notice to the Administrative Agent, terminate the Revolving Commitments and/or the Swing Line Commitment and/or the Special Facility Commitment, or from time to time reduce, permanently reduce the Revolving Commitments and/or the Swing Line Commitment and/or the Special Facility Commitment by an aggregate minimum amount of $1,000,000 or any tranche of Revolving Commitments; provided that (i) each such reduction pursuant to this Section shall be in an amount that is $500,000 or a larger multiple of $100,000 and (ii) the Borrower shall not terminate or reduce any tranche of Revolving Commitments ifin excess thereof; unless, after giving effect thereto and to any concurrent prepayment prepayments of Loans made on the Loans in accordance with Section 2.11, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitmentseffective date thereof, the sum of the aggregate then-outstanding principal amount of the outstanding Revolving Loans, Swing Line Loans of Lenders in respect of such tranche of Revolving Commitments plus and Special Facility Obligations would exceed, respectively, the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments, the Swing Line Commitment and the Special Facility Commitment then in effect. Once reduced in accordance with this Section, the Revolving Commitments and/or the Swing Line Commitment and/or the Special Facility Commitment may not be increased. Any reduction of such tranchethe Revolving Commitments and/or the Fronting Lender's Special Facility Commitment shall be applied to each Lender according to its Revolving Loan Percentage. The Borrower shall notify All accrued commitment fees to but not including the Administrative Agent effective date of any election to terminate or reduce any tranche termination in full of all Revolving Commitments under this paragraph (b) at least three Business Days prior to and/or the Swing Line Commitment and/or the Special Facility Commitment shall be paid on the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each reduction of any tranche of Revolving Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitmentstermination.

Voluntary Termination or Reduction. The Company may at any time ---------------------------------- terminate, or from time to time reduce, the Aggregate Commitment, and the Subsidiary Borrower may at any time terminate, or from time to time reduce, any tranche of Revolving Commitmentsthe Aggregate Subsidiary Borrower Sublimit Commitment; provided that (i) each such -------- reduction of the Aggregate Commitment or the Aggregate Subsidiary Borrower Sublimit Commitment pursuant to this Section shall be in an amount that is $500,000 or a larger multiple of $100,000 and 100,000, (ii) the Borrower Company shall not terminate or reduce any tranche of Revolving the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.09, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (yiii) the Subsidiary Borrower shall not terminate or reduce the Aggregate Subsidiary Borrower Sublimit Commitment if, after giving effect to any concurrent prepayment of the Loans to the Subsidiary Borrower in accordance with Section 2.09, the Aggregate Subsidiary Borrower Revolving Credit Exposure of any Lender would exceed the Revolving Aggregate Subsidiary Borrower Sublimit Commitment of such Lender and (iv) the Company shall not terminate or (z) with respect to any tranche of Revolving Commitments, reduce the sum of Aggregate Commitments if the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments Aggregate Subsidiary Borrower Sublimit Commitment would exceed the aggregate amount of the Revolving Commitments of such trancheAggregate Commitment. The Borrower Company or the Subsidiary Borrower, as applicable, shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving the Aggregate Commitments or the Aggregate Subsidiary Borrower Sublimit Commitments under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company or the Subsidiary Borrower pursuant to this Section shall be irrevocable; provided that -------- a notice of such termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company or the Subsidiary Borrower, as applicable (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving the Aggregate Commitments and the Aggregate Subsidiary Borrower Sublimit Commitment shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each Each reduction of any tranche of Revolving the Aggregate Commitments and the Aggregate Subsidiary Borrower Sublimit Commitment shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments or Subsidiary Borrower Sublimit Commitments, as the case may be.

Voluntary Termination or Reduction. The Borrower Account Parties may at any time terminate, or from time to time reduce, the Commitments and/or may reduce at any tranche of Revolving Commitmentstime the Loan Sublimit; provided that (i) each such reduction pursuant to this Section of the Commitments or the Loan Sublimit shall be in an amount that is $500,000 25,000,000 or a larger multiple of $100,000 and 5,000,000, (ii) the Borrower Account Parties shall not terminate or reduce any tranche of Revolving the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (x) if the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving CommitmentCommitments, and (yiii) the Revolving Credit Exposure of any Lender Account Parties shall not reduce the Loan Sublimit if the outstanding Loans would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such trancheLoan Sublimit. The Borrower XL Group shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving the Commitments or the Loan Sublimit under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof, provided that no reduction of the Loan Sublimit shall occur in connection with a reduction of the Commitments unless specified in such notice, except that upon the earlier of (x) the termination of the Commitments and (y) the Commitment Termination Date, the Loan Sublimit shall automatically be reduced to zero. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower XL Group pursuant to this Section paragraph (b) shall be irrevocable; provided that a notice of such termination of the Commitments delivered by XL Group may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower XL Group (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any Subject to the proviso in the immediately preceding sentence, any termination or reduction of any tranche of Revolving the Commitments or the Loan Sublimit shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each Each reduction of any tranche of Revolving the Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The Borrower Account Parties may at any time terminate, or from time to time reduce, any tranche of Revolving Commitmentsthe Commitments and/or the RC Sublimit; provided PROVIDED that (i) each such reduction pursuant to this Section of the Commitments or the RC Sublimit shall be in an amount that is $500,000 25,000,000 or a larger multiple of $100,000 5,000,000 and (ii) the Borrower Account Parties shall not terminate or reduce any tranche of Revolving the Commitments if, after giving effect to any concurrent prepayment of or the Loans in accordance with Section 2.11, (x) RC Sublimit if the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) Commitments or the Revolving Credit Exposure of any Lender outstanding Loans would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving CommitmentsRC Sublimit, as the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranchecase may be. The Borrower XL 364-DAY CREDIT AGREEMENT Capital shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving the Commitments or the RC Sublimit under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof, PROVIDED that no reduction of the RC Sublimit shall occur in connection with a reduction of the Commitments unless specified in such notice, except that upon the earlier of (x) the termination of the Commitments and (y) the Commitment Termination Date, the RC Sublimit shall be reduced to zero. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower XL Capital pursuant to this Section paragraph (b) shall be irrevocable; provided PROVIDED that a notice of such termination of the Commitments delivered by XL Capital may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower XL Capital (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any Subject to the proviso in the immediately preceding sentence, any termination or reduction of any tranche of Revolving the Commitments or the RC Sublimit shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each Each reduction of any tranche of Revolving the Commitments or the RC Sublimit shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The Parent Borrower may at any time terminate, or from time to time reduce, any tranche of Revolving the Commitments; provided that (i) each such partial reduction pursuant to this Section of the Commitments shall be in an amount that is $500,000 5,000,000 or a larger multiple of $100,000 thereof and (ii) the Parent Borrower shall not terminate or reduce any tranche of Revolving the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the total Revolving Credit Exposures plus the aggregate outstanding principal amount of the outstanding Revolving Competitive Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount total Commitments. (c) Notice of the Revolving Commitments of such trancheVoluntary Termination or Reduction. The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving the Commitments under this paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination of the Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Effect of Termination or Reduction. Any termination or reduction of any tranche of Revolving the Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each Each reduction of any tranche of Revolving the Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.. (e) Increase of Commitments. (i) Requests for Increase. The Parent Borrower may, at any time following the Effective Date, effect an increase in the Commitments hereunder (each such increase being a “Commitment Increase”) by having one or more Additional Commitment Lenders provide new or additional Commitments hereunder, by notice to the Administrative Agent specifying the amount of the relevant Commitment Increase, the identity of the Additional Commitment Lender(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Commitment -34-

Voluntary Termination or Reduction. The Borrower may of Total Unutilized Revolving ---------------------------------------------------------------- Loan Commitment. (a) Upon at any time terminateleast three Business Days' prior notice to the --------------- Administrative Agent at the applicable Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the US Borrowers shall have the right, without premium or from time penalty, to time reduce, any tranche of terminate or partially reduce the Total Unutilized Revolving CommitmentsLoan Commitment; provided that -------- (i) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each Lender with such a Commitment and (ii) any partial reduction pursuant to this Section 3.02(a) shall be in an amount that is $500,000 or a larger multiple integral multiples of $100,000 and 1,000,000. (iib) In the Borrower shall not terminate event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or reduce any tranche of Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) terminations with respect to any tranche of Revolving Commitmentsthis Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 15.12(b), the sum of Borrowers shall have the aggregate outstanding principal amount of right, subject to obtaining the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranche. The Borrower shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving Commitments under this paragraph (b) at least three consents required by Section 15.12(b), upon five Business Days Days' prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior at the applicable Notice Office (which notice the Administrative Agent shall promptly transmit to each of the specified effective date) Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as all Loans (other than Term Loans that are not being repaid pursuant to Section 15.12(b)), together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 1.11, but excluding amounts owing in respect of Term Loans maintained by such Lender, if such condition is Term Loans are not satisfied. Any being repaid pursuant to Section 15.12(b)) are repaid concurrently with the effectiveness of such termination or reduction of any tranche of Revolving Commitments (at which time Schedule I shall be permanent. Other than in connection deemed modified to reflect such changed amounts) and at such time, unless the respective Lender continues to have outstanding Term Loans hereunder, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(iirespect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 15.01 and 15.06), each reduction of any tranche of Revolving Commitments which shall be made ratably among the Lenders of survive as to such tranche in accordance with their respective Revolving Commitmentsrepaid Lender.

Voluntary Termination or Reduction. The Company may at any time ---------------------------------- terminate, or from time to time reduce, the Aggregate Commitment, and the Subsidiary Borrower may at any time terminate, or from time to time reduce, any tranche of Revolving Commitmentsthe Aggregate Subsidiary Borrower Sublimit Commitment; provided that (i) each such -------- reduction of the Aggregate Commitment or the Aggregate Subsidiary Borrower Sublimit Commitment pursuant to this Section shall be in an amount that is $500,000 or a larger multiple of $100,000 and 100,000, (ii) the Borrower Company shall not terminate or reduce any tranche of Revolving the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.09, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (yiii) the Subsidiary Borrower shall not terminate or reduce the Aggregate Subsidiary Borrower Sublimit Commitment if, after giving effect to any concurrent prepayment of the Loans to the Subsidiary Borrower in accordance with Section 2.09, the Aggregate Subsidiary Borrower Revolving Credit Exposure of any Lender would exceed the Revolving Aggregate Subsidiary Borrower Sublimit Commitment of such Lender and (iv) the Company shall not terminate or (z) with respect to any tranche of Revolving Commitments, reduce Credit Agreement ---------------- the sum of Aggregate Commitments if the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments Aggregate Subsidiary Borrower Sublimit Commitment would exceed the aggregate amount of the Revolving Commitments of such trancheAggregate Commitment. The Borrower Company or the Subsidiary Borrower, as applicable, shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving the Aggregate Commitments or the Aggregate Subsidiary Borrower Sublimit Commitments under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company or the Subsidiary Borrower pursuant to this Section shall be irrevocable; provided that a notice of such -------- termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company or the Subsidiary Borrower, as applicable (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving the Aggregate Commitments and the Aggregate Subsidiary Borrower Sublimit Commitment shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each Each reduction of any tranche of Revolving the Aggregate Commitments and the Aggregate Subsidiary Borrower Sublimit Commitment shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments or Subsidiary Borrower Sublimit Commitments, as the case may be.

Voluntary Termination or Reduction. The of Total Unutilized Revolving ---------------------------------------------------------------- Loan Commitment. (a) Upon at least three Business Days' prior notice to the --------------- Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks), the Borrower may at any time terminateshall have the right, without premium or from time penalty, to time reduceterminate or partially reduce the Total Unutilized Revolving Loan Commitment, any tranche of Revolving Commitments; provided that (iv) any such termination or partial reduction shall -------- apply to proportionately and permanently reduce the Revolving Loan Commitment of each such reduction pursuant to this Section shall be in an amount that is $500,000 or a larger multiple of $100,000 and (ii) the Borrower shall not terminate or reduce any tranche of Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans ▇▇ ▇▇▇▇▇, (w) any reduction to the Total Unutilized Revolving Loan Commitment prior to the Initial Borrowing Date may only be made in accordance con nection with Section 2.11a termination in full of the Total Commitment, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitmentany partial reduction pur suant to this Section 3.02(a) shall be in integral multiples of $1,000,000, (y) the reduction to the Total Unutilized Revolving Credit Exposure Loan Commitment shall in no case be in an amount which would cause the Revolving Loan Commitment of any Lender would exceed RL Bank to be reduced (as required by the preceding clause (v)) by an amount which exceeds the remainder of (A) the Unutilized Revolving Loan Commitment of such Lender or RL Bank as in effect immediately before giving effect to such reduction minus (B) such RL Bank's Adjusted RL Percentage of the aggregate principal amount of Swingline Loans then outstanding and (z) with respect to any tranche of Revolving Commitments, the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranche. The Borrower shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving Commitments under this paragraph (b) at least three Business Days prior partial reduction to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Total Revolving Loan Commitment pursuant to this Section 3.02 (a) shall be irrevocable; apply to reduce the remaining Scheduled Commitment Reductions in direct order of maturity. (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided that a in Section 13.12(b), the Borrower shall have the right, subject to obtaining the consents required by Section 13.12(b), upon five Business Days' prior written notice to the Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks), to terminate the entire Revolving Loan Commitment of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank (including all amounts, if any, owing pursuant to Section 1.11 but excluding amounts owing in respect of Term Loans maintained by such Bank, if such Term Loans are not being repaid pursuant to Section 13.12(b)) are repaid concurrently with the effectiveness of such termination may state that (at which time Schedule I shall be deemed modified to reflect such notice is conditioned upon changed amounts) and at such time, unless the effectiveness respective Bank continues to have outstanding Term Loans hereunder, such Bank shall no longer constitute a "Bank" for purposes of other credit facilitiesthis Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall survive as to such repaid Bank. Unless otherwise specifically agreed in which case such notice may be revoked writing by the Borrower (by notice Required Banks, any reduction to the Administrative Agent Total Revolving Loan Commitment pursuant to this Section 3.02(b) shall apply to reduce the remaining Scheduled Commitment Reductions on or a pro rata basis (based upon --- ---- the then remaining amount of each such Scheduled Commitment Reduction after giving effect to all prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(iireductions thereto), each reduction of any tranche of Revolving Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The Borrower Account Parties may at any time terminate, or from time to time reduce, any tranche of Revolving Commitmentsthe Commitments and/or the RC Sublimit; provided PROVIDED that (i) each such reduction pursuant to this Section of the Commitments or the RC Sublimit shall be in an amount that is $500,000 25,000,000 or a larger multiple of $100,000 5,000,000 and (ii) the Borrower Account Parties shall not terminate or reduce any tranche of Revolving the Commitments if, after giving effect to any concurrent prepayment of or the Loans in accordance with Section 2.11, (x) RC Sublimit if the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) Commitments or the Revolving Credit Exposure of any Lender outstanding Loans would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving CommitmentsRC Sublimit, as the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranchecase may be. The Borrower XL THREE-YEAR CREDIT AGREEMENT Capital shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving the Commitments or the RC Sublimit under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof, PROVIDED that no reduction of the RC Sublimit shall occur in connection with a reduction of the Commitments unless specified in such notice, except that upon the earlier of (x) the termination of the Commitments and (y) the Commitment Termination Date, the RC Sublimit shall be reduced to zero. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower XL Capital pursuant to this Section paragraph (b) shall be irrevocable; provided PROVIDED that a notice of such termination of the Commitments delivered by XL Capital may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower XL Capital (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any Subject to the proviso in the immediately preceding sentence, any termination or reduction of any tranche of Revolving the Commitments or the RC Sublimit shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each Each reduction of any tranche of Revolving the Commitments or the RC Sublimit shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, any tranche of Revolving the Commitments; provided that (i) each such reduction pursuant to this Section of the Commitments shall be in an amount that is $500,000 £20,000,000 or a larger multiple of $100,000 and (ii) the Borrower shall not terminate or reduce any tranche of Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranche£5,000,000. The Borrower shall notify provide written notice to the Administrative Agent of any election to terminate or reduce any tranche of Revolving the Commitments under this paragraph (ba) not later than 11:00 a.m., New York City time, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section paragraph (a) shall be irrevocable; provided that a notice of such termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other incurrence of Indebtedness, Equity Issuances or sales, transfers or other dispositions of property or assets, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any Subject to the proviso in the immediately preceding sentence, any termination or reduction of any tranche of Revolving the Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each Each reduction of any tranche of Revolving the Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments (provided that such reduction of the Commitments of Lenders which are Affiliates of each other may be allocated between such affiliated Lenders as they may otherwise determine; provided further that such Lenders shall provide the Administrative Agent with prompt notice of such allocation). Promptly following receipt of any such notice relating to the termination of Commitments, the Administrative Agent shall advise the relevant Lenders of the contents thereof.

Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, any tranche the Revolving Credit Commitments (and either or both of the Revolving Credit Sub-Commitments); provided that (i) each such reduction pursuant to this Section of the Revolving Credit Commitments (and either Revolving Credit Sub-Commitment) shall be in an amount that is $500,000 5,000,000 or a larger multiple of $100,000 and 1,000,000, (ii) the Borrower shall not terminate or reduce any tranche of the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (xA) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the total Revolving Credit Exposures plus the aggregate outstanding principal amount of the outstanding Revolving Competitive Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Credit Commitments, (B) in the case of any reduction of the Dollar Revolving Credit Sub-Commitments, the total Dollar Revolving Credit Exposures would exceed the aggregate amount of the Dollar Revolving Credit Sub-Commitments or (C) in the case of any reduction of the Multicurrency Revolving Credit Sub-Commitments, the total Multicurrency Revolving Credit Exposures would exceed the aggregate amount of the Multicurrency Revolving Credit Sub-Commitments and (iii) after giving effect to any such tranchereduction, the aggregate amount of the Revolving Credit Sub-Commitments shall not exceed the Revolving Credit Commitments as so reduced. The Borrower shall notify the Administrative Agent of any election to terminate or reduce any tranche the Revolving Credit Commitments (and, in the case of a reduction, the amount of such reduction to be allocated to the Dollar Revolving Commitments Credit Sub-Commitment and/or the Multicurrency Revolving Credit Sub-Commitment hereunder) under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination of the Revolving Credit Commitments (and of the Revolving Credit Sub-Commitments) delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each reduction of any tranche of Revolving Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

Voluntary Termination or Reduction. The of Total Unutilized Revolving ---------------------------------------------------------------- Loan Commitment. (a) Upon at least three Business Days' prior notice to the --------------- Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower may at any time terminateshall have the right, without premium or from time penalty, to time reduceterminate or partially reduce the Total Unutilized Revolving Loan Commitment, any tranche in integral multiples of $1,000,000 in the case of partial reductions to the Total Unutilized Revolving Commitments; provided that (i) each such Loan Commitment. Each reduction to the Total Unutilized Revolving Loan Commitment pursuant to this Section 3.02 (a) shall be apply to permanently reduce the Revolving Loan Commitments of the various Banks pro rata based on their respective RL --- ---- Percentages. (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in an amount that is $500,000 or a larger multiple of $100,000 and (ii) Section 13.12(b), the Borrower shall not terminate or reduce any tranche of Revolving Commitments ifhave the right, after giving effect subject to any concurrent prepayment of obtaining the Loans in accordance with consents required by Section 2.1113.12(b), (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranche. The Borrower shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving Commitments under this paragraph (b) at least three upon five Business Days Days' prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the specified effective dateBanks), to terminate the entire Revolving Loan Commitment of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank (including all amounts, if any, owing pursuant to Section 1.11) if are repaid concurrently with the effectiveness of such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments (at which time Schedule I shall be permanent. Other than in connection deemed modified to reflect such changed amounts) and at such time, such Bank shall no longer constitute a "Bank" for purposes of this Agreement, except with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(iirespect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), each reduction of any tranche of Revolving Commitments which shall be made ratably among the Lenders of survive as to such tranche in accordance with their respective Revolving Commitmentsrepaid Bank.

Voluntary Termination or Reduction. The Borrower Account Parties may at any time terminate, or from time to time reduce, the Commitments and/or may reduce at any tranche of Revolving Commitmentstime the Aggregate Maximum Loan Amount; provided that (i) each such reduction pursuant to this Section of the Commitments or the Aggregate Maximum Loan Amount shall be in an amount that is $500,000 25,000,000 or a larger multiple of $100,000 and 5,000,000, (ii) the Borrower Account Parties shall not terminate or reduce any tranche of Revolving the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (x) if the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving CommitmentCommitments, (yiii) the Revolving Credit Exposure of any Lender Account Parties shall not reduce the Aggregate Maximum Loan Amount if the outstanding Loans would exceed the Revolving Commitment of such Lender or Aggregate Maximum Loan Amount and (ziv) with respect to any tranche of Revolving Commitments, the sum of Account Parties shall not reduce the aggregate outstanding principal amount of Aggregate Maximum Loan Amount unless the outstanding Revolving Loans of Lenders RC Sublimit under (and as defined in) the Other Credit Agreement shall be reduced in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranchea corresponding amount. The Borrower XL Capital shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving the Commitments or the Aggregate Maximum Loan Amount under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof, provided that no reduction of the Aggregate Maximum Loan Amount shall occur in connection with a reduction of the Commitments unless specified in such notice, except that upon the earlier of (x) the termination of the Commitments and (y) the Commitment Termination Date, the Aggregate Maximum Loan Amount shall automatically be reduced to zero. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower XL Capital pursuant to this Section paragraph (b) shall be irrevocable; provided that a notice of such termination of the Commitments delivered by XL Capital may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower XL Capital (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any Subject to the proviso in the immediately preceding sentence, any termination or reduction of any tranche of Revolving the Commitments or the Aggregate Maximum Loan Amount shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each Each reduction of any tranche of Revolving the Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.