Common use of Reduction of the Commitments Clause in Contracts

Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portion of the Commitments; provided that each partial reduction shall be in the aggregate amount of $500,000 or in integral multiples of $100,000 in excess thereof. (b) Other than as provided in Section 2.04(c) below, any reduction and termination of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder.

Reduction of the Commitments. (a) The Commitments (i) shall be automatically and permanently terminated on the Revolving Credit Termination Date and (ii) shall be automatically reduced by any and all Excess Net Proceeds in accordance with Section 8.2 (d). (b) The Borrower shall have the rightmay, upon at least three (3) Business Days’ irrevocable prior written notice to the Administrative AgentAgent (which shall promptly distribute copies thereof to the Lenders), to terminate in whole or reduce ratably in part the unused portion portions of the CommitmentsCommitments (which termination or reduction (as the case may be), upon its effectiveness, shall be permanent and irrevocable); provided that each (i) any such partial reduction shall be in the aggregate amount of $500,000 10,000,000 or in an integral multiples multiple of $100,000 1,000,000 in excess thereof. thereof and (bii) Other than as provided in Section 2.04(c) below, any reduction and shall reduce the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definition. Subject to Section 2.2(a), all Commitment Fees accrued until the effective date of any termination of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation paid on the effective date of the Lenders to reinstate such Commitmentstermination. (c) In The Borrower may terminate the event unused amount of the Commitment of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of Lender upon not less than three Business Days’ prior notice to such Defaulting Lender and the Administrative AgentAgent (which will promptly notify the other Lenders thereof) elect to terminate and the Commitments shall be reduced by such Defaulting Lender’s Commitment hereunderamount; provided that (i) at the time of such termination must be termination, no Default or Event of Default has occurred and is continuing (or the Defaulting Lender’s entire CommitmentRequired Lenders consent to such termination), (ii) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender all amounts then owed to it and (iii) such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Swingline Lender, the Issuing Banks or any Lender may have against such Defaulting Lender. (d) Each permanent reduction pursuant to this Section shall be accompanied by a payment of principal of the Loans sufficient to reduce the aggregate Outstanding Amount of all Revolving Loans, LC Obligations and Swingline Loans, as applicable, after such reduction to the amount of the Commitments as so reduced, and if the Commitments as so reduced is less than the aggregate Outstanding Amount of all LC Obligations, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by and under the control of the Administrative Agent in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Such Cash Collateral shall be applied in accordance with Section 9.2(b). Any reduction of the Commitments to zero shall be accompanied by payment of all outstanding Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for the Outstanding Amount of all LC Obligations) and shall result in the termination of the Commitments. Such Cash Collateral shall be applied in accordance with Section 9.2(b). If the reduction of the Commitments requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.4 hereof. (e) No repayment or prepayment or reduction pursuant to this Section shall affect any of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower obligations under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before any Hedge Agreement or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunderany Treasury Management Agreement.

Reduction of the Commitments. (a) The Borrower shall have the right, without premium or penalty, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the unused portion portions of the Commitmentsrespective Commitments of the Lenders; provided that each partial reduction shall be in the aggregate amount of $500,000 1,000,000 or an integral multiple thereof; provided, further, that the Commitments may not be reduced to an amount that is less than the aggregate stated amount of outstanding Letters of Credit. Subject to the foregoing, any reduction of the Commitments to an amount below $75,000,000 shall also result in integral multiples a reduction of $100,000 the LC Commitment Amount to the extent of such deficit, and the Fronting Commitments shall be automatically reduced ratably in excess thereofproportion to the amount of reduction of the Commitments. Once terminated, a Commitment may not be reinstated. (b) Other than as provided in Section 2.04(c) below, any reduction and termination The Borrower may terminate the unused amount of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of Lender upon not less than three Business Days’ prior notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.19(b)(iii) elect will apply to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed thereafter paid by the Borrower to for the account of such Defaulting Lender under this Agreement and under (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 other Loan Documents (including principal of and interest on Borrower, the Advances owed to Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder.

Reduction of the Commitments. (as) The Borrower shall have the right, without premium or penalty, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the unused portion portions of the Commitmentsrespective Commitments of the Lenders; provided that each partial reduction shall be in the aggregate amount of $500,000 1,000,000 or an integral multiple thereof; provided, further, that the Commitments may not be reduced to an amount that is less than the aggregate stated amount of outstanding Letters of Credit. Subject to the foregoing, (i) any reduction of the Commitments to an amount that is less than $75,000,000 shall also result in integral multiples a reduction of $100,000 in excess thereofthe LC Commitment Amount to the extent of such deficit, and (ii) if after giving effect to any reduction of the LC Commitment Amount pursuant to the preceding clause (i), any Fronting Commitment exceeds the LC Commitment Amount, such Fronting Commitment shall be automatically reduced by the amount of such excess. Once terminated, a Commitment may not be reinstated. (bt) Other than as provided The Borrower may terminate in Section 2.04(c) below, any reduction and termination whole the unused amount of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of Lender upon not less than three Business Days’ prior notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.19(b)(iii) elect will apply to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed thereafter paid by the Borrower to for the account of such Defaulting Lender under this Agreement and under (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 other Loan Documents (including principal of and interest on Borrower, the Advances owed to Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder.

Reduction of the Commitments. (a) The Borrower shall have the right, without premium or penalty, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the unused portion portions of the Commitmentsrespective Commitments of the Lenders; provided that each partial reduction shall be in the aggregate amount of $500,000 1,000,000 or an integral multiple thereof; provided, further, that the Commitments may not be reduced to an amount that is less than the aggregate stated amount of outstanding Letters of Credit. Subject to the foregoing, (i) any reduction of the Commitments to an amount that is less than $75,000,000 shall also result in integral multiples a reduction of $100,000 in excess thereofthe LC Commitment Amount to the extent of such deficit, and (ii) if after giving effect to any reduction of the LC Commitment Amount pursuant to the preceding clause (i), any Fronting Commitment exceeds the LC Commitment Amount, such Fronting Commitment shall be automatically reduced by the amount of such excess. Once terminated, a Commitment may not be reinstated. (b) Other than as provided The Borrower may terminate in Section 2.04(c) below, any reduction and termination whole the unused amount of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of Lender upon not less than three Business Days’ prior notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.19(b)(iii) elect will apply to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed thereafter paid by the Borrower to for the account of such Defaulting Lender under this Agreement and under (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 other Loan Documents (including principal of and interest on Borrower, the Advances owed to Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder.

Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ irrevocable ' notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portion of the CommitmentsCommitment; provided that each partial reduction shall be in the aggregate amount of $500,000 3,000,000 or in integral multiples of $100,000 1,000,000 in excess thereof. (b) Other than as provided in Section 2.04(c) below, any reduction and termination of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s 's Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s 's election may (with the consent of the Administrative Agent) elect to terminate such Defaulting Lender’s 's Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s 's entire Commitment, (ii) subject to the set-off rights set forth in the immediately following sentence, the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s 's ratable share of the Letter of Credit Exposure, including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.17(c)(i); (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. With respect to the amounts described in clause (ii) above which would be payable by the Borrower to the Defaulting Lender (but not including any deposits that the Borrower is required to make with respect to the Letter of Credit Exposure), the Borrower may set-off and apply any amounts owing from such Defaulting Lender or Affiliate thereof to the Borrower under any Hedge Contract against any such amounts payable to the Defaulting Lender. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s 's election to terminate a Defaulting Lender’s 's Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s 's rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s 's Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder, provided that, any such termination will not be deemed to be a waiver or release of any claim by Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender.

Reduction of the Commitments. (a) The Borrower shall have the right, without premium or penalty, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the unused portion portions of the Commitmentsrespective Commitments of the Lenders; provided that each partial reduction shall be in the aggregate amount of $500,000 1,000,000 or an integral multiple thereof; provided, further, that the Commitments may not be reduced to an amount that is less than the aggregate stated amount of outstanding Letters of Credit. Subject to the foregoing, (i) any reduction of the Commitments to an amount that is less than $15,000,000 shall also result in integral multiples a reduction of $100,000 in excess thereofthe LC Commitment Amount to the extent of such deficit, and (ii) if after giving effect to any reduction of the LC Commitment Amount pursuant to the preceding clause (i), any Fronting Commitment exceeds the LC Commitment Amount, such Fronting Commitment shall be automatically reduced by the amount of such excess. Once terminated, a Commitment may not be reinstated. (b) Other than as provided The Borrower may terminate in Section 2.04(c) below, any reduction and termination whole the unused amount of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of Lender upon not less than three Business Days’ prior notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.18(b)(iii) elect will apply to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed thereafter paid by the Borrower to for the account of such Defaulting Lender under this Agreement and under (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 other Loan Documents (including principal of and interest on Borrower, the Advances owed to Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder.

Reduction of the Commitments. (a) The Each Borrower shall have the right, upon at least three Business Days’ irrevocable Days notice to the Administrative Agent, to terminate in whole or reduce ratably in part (i) the Unused Revolving Credit Commitments for such Borrower and (ii) the unused portion portions of the Letter of Credit Commitments; provided that each partial reduction shall be in the aggregate amount of $500,000 5,000,000 or in an integral multiples multiple of $100,000 1,000,000 in excess thereof. (b) Other than as provided in Section 2.04(c) below, any reduction and termination of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment thereof and shall be permanentmade ratably among the Banks or Issuing Banks, as the case may be, in accordance with no obligation their respective Commitments for such Borrower or Letter of Credit Commitments, as the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election case may (with the consent of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment feesbe, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in provided further that the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may of any Issuing Bank shall not be terminated by reduced to an amount which is less than the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments aggregate amount of all then existing Defaulting Lenders. Upon written notice Letter of Credit Liabilities in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and provided further that the Revolving Credit Commitments for TWC shall not be reduced to an amount which is less than the Defaulting Lender and Administrative Agent greatest, for any Borrower, of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause sum of (ci) and the payment and deposit aggregate outstanding principal amount of amounts required to be made Revolving Credit Advances owed by the such Borrower under clause plus (ii) above, the aggregate amount of all Letter of Credit Liabilities in respect of Letters of Credit issued at the request of such Borrower; and provided further that the Revolving Credit Commitments for any Borrower shall not be reduced to an amount which is less than the sum of (Ai) the aggregate outstanding principal amount of Revolving Credit Advances owed by such Defaulting Lender Borrower plus (ii) the aggregate amount of all Letter of Credit Liabilities in respect of Letters of Credit issued at the request of such Borrower; and provided further that the Revolving Credit Commitments for TWC shall cease not be reduced to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before an amount which is less than the aggregate amount of the Letter of Credit Commitments. Each termination or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s reduction of any Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunderpermanent.

Reduction of the Commitments. (a) The Each Borrower shall have the right, upon at least three Business Days’ irrevocable Days notice to the Administrative Agent, to terminate in whole or reduce ratably in part (i) the Unused Revolving Credit Commitments for such Borrower and (ii) the unused portion portions of the Letter of Credit Commitments; provided that each partial reduction shall be in the aggregate amount of $500,000 5,000,000 or in an integral multiples multiple of $100,000 1,000,000 in excess thereof. (b) Other than as provided in Section 2.04(c) below, any reduction and termination of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment thereof and shall be permanentmade ratably among the Banks or Issuing Banks, as the case may be, in accordance with no obligation their respective Revolving Credit Commitments for such Borrower or Letter of Credit Commitments, as the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election case may (with the consent of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment feesbe, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in provided further that the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may of any Issuing Bank shall not be terminated by reduced to an amount which is less than the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments aggregate amount of all then existing Defaulting Lenders. Upon written notice Letter of Credit Liabilities in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and provided further that the Revolving Credit Commitments for TWC shall not be reduced to an amount which is less than the Defaulting Lender and Administrative Agent greatest, for any Borrower, of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause sum of (ci) and the payment and deposit aggregate outstanding principal amount of amounts required to be made Revolving Credit Advances owed by the such Borrower under clause plus (ii) above, the aggregate amount of all Letter of Credit Liabilities in respect of Letters of Credit issued at the request of such Borrower; and provided further that the Revolving Credit Commitments for any Borrower shall not be reduced to an amount which is less than the sum of (Ai) the aggregate outstanding principal amount of Revolving Credit Advances owed by such Defaulting Lender Borrower plus (ii) the aggregate amount of all Letter of Credit Liabilities in respect of Letters of Credit issued at the request of such Borrower; and provided further that the Revolving Credit Commitments for TWC shall cease not be reduced to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before an amount which is less than the aggregate amount of the Letter of Credit Commitments. Each termination or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s reduction of any Commitment shall be deemed terminatedpermanent. Upon the termination of the Revolving Credit Commitments for MLP, the termination of all Letters of Credit issued at the request of MLP and (C) such Defaulting Lender the final repayment of all Obligations owing by MLP, the TWC Guaranty shall be relieved deemed to be automatically released, subject, however, to reinstatement as contemplated by Section 4.02(b) of its the Guaranty and except that the TWC Guaranty shall continue in full force and effect as to all agreements and obligations hereunderof MLP that by the terms hereof survive the payment in full of principal and interest.

Reduction of the Commitments. (a) The Borrower Subject to Section 2.18(c), the Borrowers shall have the right, upon at least three (3) Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portion portions of the respective Commitments; provided provided, that each partial reduction shall be in the aggregate amount of $500,000 5,000,000 or an integral multiple thereof. Any such reduction of each Bank’s Commitment will be an automatic reduction of such Bank’s Revolving Credit Commitment in integral multiples of $100,000 in excess thereofan identical amount. (b) Other than Notwithstanding the foregoing, upon the acquisition of one Bank by another Bank, or the merger, consolidation or other combination of any two or more Banks (any such acquisition, merger, consolidation or other combination being referred to hereinafter as provided a “Combination” and each Bank which is a party to such Combination being hereinafter referred to as a “Combined Bank”), the Borrowers may notify the Agent that they desire to reduce the Commitment of the Bank surviving such Combination (the “Surviving Bank”) to an amount equal to the Commitment of that Combined Bank which had the largest Commitment of each of the Combined Banks party to such Combination (such largest Commitment being the “Surviving Commitment” and the Commitments of the other Combined Banks being hereinafter referred to, collectively, as the “Retired Commitments”). If the Majority Banks (determined as set forth below) and the Agent agree to such reduction in Section 2.04(cthe Surviving Bank’s Commitment, then (i) below, any reduction and termination the aggregate amount of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation reduced by the Retired Commitments effective upon the effective date of the Lenders to reinstate Combination, provided, that, on or before such Commitments. (c) In date the event of a Defaulting Lender, Borrowers have paid in full the Borrower, at the Borrower’s election may (with the consent outstanding principal amount of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be Advances of each of the Defaulting Lender’s entire Combined Banks other than the Combined Bank whose Commitment is the Surviving Commitment, (ii) from and after the Borrower effective date of such reduction, the Surviving Bank shall pay all amounts owed by have no obligation with respect to the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment feesRetired Commitments, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) the Borrowers shall notify the Agent whether they wish such reduction to be a Defaulting Lender’s Commitment permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the Borrowers shall be responsible for finding one or more financial institutions (each, a “Replacement Bank”), acceptable to the Agent (such acceptance not to be unreasonably withheld or delayed), willing to assume the obligations of a Bank hereunder with aggregate Commitments up to the amount of the Retired Commitments. The Agent may require the Replacement Banks to execute such documents, instruments or agreements as the Agent deems necessary or desirable to evidence such Replacement Banks’ agreement to become parties hereunder. For purposes of this Section 2.05(b), Majority Banks shall be terminated determined as if the reduction in the aggregate amount of the Commitments requested by the Borrower under this Section 2.04(c) if and only if at such timeBorrowers had occurred (i.e., the Borrower has elected, or is then electing, Combined Banks shall be deemed to terminate have a single Commitment equal to the Surviving Commitment and the aggregate amount of the Commitments of all then existing Defaulting Lenders. Upon written notice shall be deemed to have been reduced by the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause Retired Commitments) (c) The Commitments and the payment Revolving Credit Commitments also shall be automatically and deposit of amounts required to be made permanently reduced by the Borrower amount of any prepayment made under clause (iiSection 2.09(b) above, (A) such Defaulting Lender shall cease to be as the result of a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunderDebt Issuance.

Reduction of the Commitments. (a) 1. The Borrower shall have the right, without premium or penalty, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the unused portion portions of the Commitmentsrespective Commitments of the Lenders; provided that each partial reduction shall be in the aggregate amount of $500,000 1,000,000 or in an integral multiples multiple thereof; provided, further, that the Commitments may not be reduced to an amount that is less than the aggregate stated amount of $100,000 in excess thereof. outstanding Letters of Credit. Subject to the foregoing, (bi) Other than as provided in Section 2.04(c) below, any reduction and termination of the Commitments to an amount that is less than $15,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit, and (ii) if after giving effect to any reduction of the LC Commitment Amount pursuant to this Section 2.04 the preceding clause (i), any Fronting Commitment exceeds the LC Commitment Amount, such Fronting Commitment shall be applied ratably to each Lender’s automatically reduced by the amount of such excess. Once terminated, a Commitment and shall may not be permanent, with no obligation reinstated. 2. The Borrower may terminate in whole the unused amount of the Lenders to reinstate such Commitments. (c) In the event Commitment of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of Lender upon not less than three Business Days’ prior notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.18(b)(iii) elect will apply to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed thereafter paid by the Borrower to for the account of such Defaulting Lender under this Agreement and under (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 other Loan Documents (including principal of and interest on Borrower, the Advances owed to Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder.

Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ irrevocable ' written notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portion respective Available Commitments of the CommitmentsLenders; provided that (i) each partial reduction shall be in the aggregate a minimum amount of $500,000 10,000,000 or in integral multiples any whole multiple of $100,000 1,000,000 in excess thereof. (b) Other than as provided in Section 2.04(c) below, any reduction thereof and termination of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed by to the Borrower to such Defaulting Lender under this Agreement and under Agent for the other Loan Documents (including principal account of and interest the Lenders, on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter date of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share each termination or reduction of the Letter aggregate amount of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of the Lenders, the Commitment Fee on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction. (b) On the date of any Debt Event: (i) if the sum of (x) the Net Cash Proceeds thereof and (y) the Net Cash Proceeds of all then existing Defaulting Lenders. Upon written notice other Debt Events that shall have occurred on or before such date shall be equal to or less than $300,000,000, the Net Cash Proceeds of such Debt Event shall be applied to the Defaulting Lender and Administrative Agent prepayment of the Borrower’s election Advances until all Advances outstanding immediately prior to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause such prepayment, if any, have been repaid in full. (ii) aboveif the sum of (x) the Net Cash Proceeds thereof and (y) the Net Cash Proceeds of all other Debt Events that shall have occurred on or before such date exceed $300,000,000, (A) such Defaulting Lender Net Cash Proceeds shall cease be applied to be a “Lender” hereunder for the prepayment of the Advances until all purposes except that Advances outstanding immediately prior to such Lender’s rights under Sections 2.13prepayment, 2.14if any, have been repaid in full and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) an amount equal to such Defaulting Lender’s Commitment excess over $300,000,000 (after deducting from such amount the aggregate of the amounts, if any, previously so applied in accordance with this clause (B)) shall be deemed terminatedapplied to reduce permanently the Available Commitments. (c) On the date of any Equity Event, an amount equal to the excess, if any, of the sum of (x) the Net Cash Proceeds thereof and (y) the Net Cash Proceeds of all other Equity Events that occur after the date of this Agreement and on or before such date over $350,000,000 shall be applied (after deducting from such amount the aggregate of the amounts, if any, previously so applied in accordance with this paragraph), first, to the prepayment of the Advances until all Advances outstanding immediately prior to such prepayment, if any, have been repaid in full and, second, to reduce permanently the Available Commitments. (d) On the date of any Asset Sale Event, the Net Cash Proceeds thereof shall be applied, first, to the prepayment of the Advances until all Advances outstanding immediately prior to such prepayment, if any, have been repaid in full and, second, to reduce permanently the Available Commitments. (e) On the Termination Date, the Commitments of the Lenders shall be reduced to zero. (f) Any termination or reduction of the Commitments under this Section 2.04 shall be irrevocable, and (C) such Defaulting Lender the Commitments shall not thereafter be relieved of its obligations hereunderreinstated.

Reduction of the Commitments. (a) The Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date, subject to Section 2.01(b). (b) The Borrower shall have the rightmay, upon at least three Business Days’ irrevocable notice to the Administrative AgentAgent (which shall promptly distribute copies thereof to the Lenders), to terminate in whole or reduce ratably in part the unused portion portions of the Commitments; provided that each any such partial reduction shall be in the aggregate amount of $500,000 10,000,000 or in an integral multiples multiple of $100,000 1,000,000 in excess thereof. (b) Other than as provided in Section 2.04(c) below; and provided, any reduction and termination of further, that the Commitments pursuant shall in no event be reduced to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation an amount which is less than the aggregate LC Outstandings of the Lenders to reinstate such Commitmentsall Letters of Credit then outstanding. (c) In the event that the Borrower requests the Lenders to agree to an extension of the Revolving Credit Termination Date (pursuant to an amendment to this Agreement, a Defaulting consent letter or otherwise) and any Lender (a “Non-Extending Lender”) does not agree to such extension, then, subject to subsection (d) below, the BorrowerCommitment of such Non-Extending Lender shall terminate on the effective date (if any) of such extension; provided, at the Borrower’s election may (with the consent of the Administrative Agent) elect that it shall be a condition to terminate any such Defaulting Lender’s Commitment hereunder; provided extension that (i) such termination must be Lenders having at least 50% of the Defaulting Lender’s entire Commitmentaggregate amount of the Commitments consent to such extension request, (ii) after giving effect to the termination of the Commitments of all Non-Extending Lenders, the Commitments shall equal or exceed the aggregate LC Outstandings of all Letters of Credit then outstanding, and (iii) no Event of Default or Unmatured Default shall have occurred and be continuing. Subject to subsection (d) below, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, on such effective date (if any), the outstanding principal amount of all Loans made by such Non-Extending Lender, accrued interest thereon, and all other amounts payable to such Non-Extending Lender pursuant to this Agreement and the other Loan Documents. Upon its receipt of such payment, such Non-Extending Lender shall no longer constitute a Lender hereunder. (d) The Borrower may, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Event of Default or Unmatured Default shall then have occurred and be continuing, demand that any Non-Extending Lender assign, at the sole cost and expense of the Borrower, in accordance with Section 11.07 to one or more Eligible Assignees designated by the Borrower, all (but not less than all) of such Non-Extending Lender’s Commitment and the Loans owing to it, on or before the effective date (if any) of the applicable extension of the Revolving Credit Termination Date. If any such Eligible Assignee designated by the Borrower shall fail to consummate such assignment on terms acceptable to such Non-Extending Lender, or if the Borrower shall fail to designate any such Eligible Assignees for all or part of such Non-Extending Lender’s Commitment or Loans, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (d) that such assignment shall be conclusively deemed to be on terms acceptable to such Non-Extending Lender, and such Non-Extending Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (i) shall agree to such assignment by entering into a Lender Assignment with such Non-Extending Lender and (ii) shall offer compensation to such Non-Extending Lender in an amount equal to all amounts owed then owing by the Borrower to such Defaulting Non-Extending Lender under this Agreement hereunder and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be Promissory Notes made by the Borrower under clause to such Non-Extending Lender, whether for principal, interest, fees, costs or expenses or otherwise (ii) aboveincluding, (A) such Defaulting Lender shall cease without limitation, to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13the extent not paid by the Borrower, 2.14, and 9.07 shall continue with respect any payments required pursuant to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunderSection 5.04(b)).

Reduction of the Commitments. (a) The Borrower shall have the rightmay, upon at least three five Business Days’ irrevocable ' notice to the Administrative AgentAgent (which shall promptly distribute copies thereof to the Lenders), to terminate in whole or reduce ratably in part the unused portion portions of the Revolving 364-Day Commitments, the Revolving Three-Year Commitments and/or the Term Commitments; provided that each any such partial reduction under any Tranche shall be in the aggregate amount of $500,000 10,000,000 or in an integral multiples multiple of $100,000 1,000,000 in excess thereof. (b) Other than On each date that the Borrower repurchases Senior Notes from any Noteholder as provided the result of a Change in Section 2.04(c) belowControl (as defined in the Indenture), any reduction and termination of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders shall automatically be ratably reduced (on a pro rata basis among all of the Tranches) by an amount equal in the aggregate to reinstate the product of (i) the Commitments on such Commitmentsdate (whether used or unused) and (ii) the percentage obtained by dividing (A) the aggregate principal amount of such Senior Notes being repurchased by (B) the aggregate principal amount of the Senior Note Debt then outstanding. (c) In On any Business Day following the event Closing Date on which the sum of a Defaulting Lenderthe Commitments under the Term Tranche shall exceed the aggregate outstanding principal amount of Term Loans, the Borrower, at the Borrower’s election may (with the consent Term Commitments of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower Lenders shall pay all amounts owed automatically and permanently reduce ratably by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the an amount equal to such Defaulting Lender’s ratable share excess. In addition, on the date of any prepayment of the Letter principal amount of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such timeTerm Loans made hereunder, the Borrower has elected, or is then electing, to terminate the Term Commitments of all then existing Defaulting Lenders. Upon written notice the Lenders shall automatically and permanently reduce ratably by an amount equal to the Defaulting Lender and Administrative Agent amount of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunderprincipal so prepaid.

Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portion of the CommitmentsCommitment; provided that each partial reduction shall be in the aggregate amount of $500,000 3,000,000 or in integral multiples of $100,000 1,000,000 in excess thereof. (b) Other than as provided in Section 2.04(c) below, any reduction and termination of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) subject to the set-off rights set forth in the immediately following sentence, the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, including any such Letter of Credit Exposure that has been reallocated pursuant to Section 2.17(c)(i); (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. With respect to the amounts described in clause (ii) above which would be payable by the Borrower to the Defaulting Lender (but not including any deposits that the Borrower is required to make with respect to the Letter of Credit Exposure), the Borrower may set-off and apply any amounts owing from such Defaulting Lender or Affiliate thereof to the Borrower under any Hedge Contract against any such amounts payable to the Defaulting Lender. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder, provided that, any such termination will not be deemed to be a waiver or release of any claim by Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender.

Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three five Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portion of the Commitments; provided that each partial reduction of Commitments shall be in the minimum aggregate amount of $500,000 or 5,000,000 and in integral multiples of $100,000 1,000,000 in excess thereofthereof (or such lesser amount as may then be outstanding); and provided further that, except as otherwise provided in (b) and (c) below, the aggregate amount of the Commitments may not be reduced below the sum of the aggregate principal amount of the outstanding Advances and the Letter of Credit Exposure. (b) Other than The Commitments shall be reduced by the amount of each mandatory prepayment required to be made pursuant to Section 2.08(c)(iii) or (iv). (c) To the extent that a Commitment reduction made in accordance with Section 2.05(a) or (b) would result in the Letter of Credit Exposure of any Participant exceeding such Participant’s Commitment, the Borrower shall reduce the Letter of Credit Exposure such that after giving effect to such reduction such excess has been eliminated. Such reductions shall be made to the extent necessary by first prepaying such Participant’s Advances outstanding at such time, and second depositing in the XX Xxxx Collateral Account an amount of cash equal to 105% of the remaining excess to be held by the Collateral Agent as provided in Section 2.04(c) below, collateral and applied to satisfy drawings under Letters of Credit as they occur. At the time of any reduction or termination of the Commitments of any Participant pursuant to this Section 2.05 or on the Maturity Date, the Administrative Agent shall request the Deposit Bank to withdraw from the Deposit Account and to pay the same over to it, and shall return to such Participant, the Participant’s Deposits in an aggregate amount equal to such reduction (or the amount of the Commitment being terminated) and the Deposit Bank agrees that it shall make such withdrawal. Any reduction or termination of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and 2.05 shall be permanent, with no obligation of the Lenders Revolving Participants to reinstate such Commitments. (cCommitments and the facility fees provided for in Section 2.04(b) In shall thereafter be computed on the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent basis of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 Commitments as result of such payment of Advances) and shall deposit with the so reduced. The Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share shall give each Participant prompt notice of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, any commitment reduction or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereundertermination.

Reduction of the Commitments. (a) The Borrower shall have the right, without premium or penalty, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the unused portion portions of the Commitmentsrespective Commitments of the Lenders; provided that each partial reduction shall be in the aggregate amount of $500,000 1,000,000 or an integral multiple thereof; provided, further, that the Commitments may not be reduced to an amount that is less than the aggregate stated amount of outstanding Letters of Credit. Subject to the foregoing, (i) any reduction of the Commitments to an amount that is less than $175,000,000 shall also result in integral multiples a reduction of $100,000 in excess thereofthe LC Commitment Amount to the extent of such deficit, and (ii) if after giving effect to any reduction of the LC Commitment Amount pursuant to the preceding clause (i), any Fronting Commitment exceeds the LC Commitment Amount, such Fronting Commitment shall be automatically reduced by the amount of such excess. Once terminated, a Commitment may not be reinstated. (b) Other than as provided The Borrower may terminate in Section 2.04(c) below, any reduction and termination whole the unused amount of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of Lender upon not less than three Business Days’ prior notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.19(b)(iii) elect will apply to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed thereafter paid by the Borrower to for the account of such Defaulting Lender under this Agreement and under (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 other Loan Documents (including principal of and interest on Borrower, the Advances owed to Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder.

Reduction of the Commitments. (a) The Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date. (b) The Borrower shall have the rightmay, upon at least three Business Days’ irrevocable ' notice to the Administrative AgentAgent (which shall promptly distribute copies thereof to the Lenders), to terminate in whole or reduce ratably in part the unused portion portions of the CommitmentsCommitments (which termination or reduction (as the case may be), upon its effectiveness, shall be permanent and irrevocable); provided that each any such partial reduction shall be in the aggregate amount of $500,000 10,000,000 or in an integral multiples multiple of $100,000 1,000,000 in excess thereof. (b) Other than as provided in Section 2.04(c) below; and provided, any reduction and termination of further, that the Commitments pursuant shall in no event be reduced to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation an amount which is less than the aggregate LC Outstandings of the Lenders to reinstate such Commitmentsall Letters of Credit then outstanding. (c) In On the Commitment Reduction Date, in the event of a Defaulting Lenderthat the Commitments on such date exceed $50,000,000, the Borrower, at the Borrower’s election may (with the consent Commitments of the Lenders shall automatically and permanently be ratably reduced on such date to $50,000,000; provided, however, that such reduction of the Commitments shall not occur, and this Section 2.03(c) shall have no further force or effect, if, on any Business Day prior to the Commitment Reduction Date, the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that Agent shall have received (i) such termination must be a copy of an order duly and validly issued by the PUCN after the date hereof authorizing the Borrower to incur additional long-term indebtedness in an aggregate amount not less than the aggregate amount of the Defaulting Lender’s entire CommitmentCommitments on the effective date of such order in excess of $50,000,000, certified to be true, correct and complete by a Responsible Officer, (ii) a legal opinion from counsel to the Borrower shall pay all amounts owed by Borrower, in form and substance satisfactory to the Administrative Agent, with respect to such approval and the authority of the Borrower to perform its obligations under this Agreement, and to incur such Defaulting Lender under additional indebtedness in excess of $50,000,000 provided for in this Agreement and under the other Loan Documents (including principal of and interest on Documents, through the Advances owed to such Defaulting Lender, accrued commitment feesFinal Maturity Date, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments certificate of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, Responsible Officer certifying that (A) the representations and warranties of the Borrower set forth in each of the Loan Documents to which it is a party (other than the representations and warranties set forth in Sections 7.01(b) and 7.01(f) of this Agreement) are true and correct in all material respects on and as of such Defaulting Lender shall cease date with the same effect as if made on such date (except for representations and warranties expressly stated to be relate to a “Lender” hereunder for specific earlier date, in which case such representations and warranties were true and correct in all purposes except that material respects as of such Lender’s rights under Sections 2.13, 2.14, earlier date) and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, no Default or Event of Default has occurred and (C) such Defaulting Lender shall be relieved of its obligations hereunderis continuing.

Reduction of the Commitments. (a) The Borrower Commitments shall have be automatically and permanently terminated on the rightRevolving Credit Termination Date. (b) The Borrowers may, upon at least three Business Days’ irrevocable ' prior written notice (duly executed by a Responsible Officer of each Borrower) to the Administrative AgentAgent (which shall promptly distribute copies thereof to the Lenders), to terminate in whole or reduce ratably in part the unused portion portions of the Commitments; provided that each any such partial reduction shall be in the aggregate amount of $500,000 5,000,000 or in an integral multiples multiple of $100,000 1,000,000 in excess thereof. (b) Other than as provided in Section 2.04(c) below; and provided, any reduction and termination of further, that the Commitments pursuant shall in no event be reduced to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation an amount which is less than the aggregate LC Outstandings on the date of the Lenders to reinstate such Commitmentsreduction. (c) In the event of a Defaulting Lender, the Borrowerthat, at the Borrower’s election may (with the consent of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that any time, (i) such termination must be all or a majority of the Defaulting Lender’s entire Commitmentvoting capital stock of any Borrower or Borrower Successor is sold, transferred or otherwise conveyed to any Person (other than a Wholly-Owned Subsidiary), (ii) all or substantially all of the assets of any Borrower or Borrower Successor are sold, transferred, leased or otherwise conveyed to any Person (other than a Wholly-Owned Subsidiary), or (iii) any Borrower or Borrower Successor no longer constitutes a Subsidiary, in each case as a result of or pursuant to a transaction (or series of transactions) permitted hereunder (including Section 8.02(b)) or otherwise, then (A) all Obligations of such Borrower or Borrower Successor (as the case may be) shall be immediately due and payable, (B) all outstanding Letters of Credit issued at the request and for the account of such Borrower or Borrower Successor (as the case may be) shall be cancelled, or such Borrower or Borrower Successor (as the case may be) shall pay immediately to the Administrative Agent an amount equal to the aggregate LC Outstandings of all amounts owed such Letters of Credit, to be held by the Administrative Agent (for its benefit and the benefit of the Issuing Banks and the Lenders) as cash collateral securing such LC Outstandings and such Borrower's or Borrower Successor's (as the case may be) reimbursement obligations with respect thereto, (C) the Commitments shall be automatically and permanently reduced by an amount equal to the excess (if any) of (1) the aggregate amount of the Commitments at such Defaulting Lender time over (2) $30,000,000, (D) such Borrower or Borrower Successor (as the case may be) shall no longer be permitted to request or receive any Extension of Credit and (E) upon the payment in full of all outstanding Obligations of such Borrower or Borrower Successor (as the case may be) and the satisfaction of the requirements set forth in clause (B) above, such Borrower or Borrower Successor (as the case may be) shall automatically and immediately cease to be a party to this Agreement; provided, however, that this paragraph (c) shall not apply to any transaction described in clause (i), (ii) or (iii) above with respect to any Borrower if (x) the Commitments have previously been reduced pursuant to clause (C) above, (y) such Borrower is the only borrower under this Agreement and (z) in connection with such transaction, both a Guarantor Successor and a Borrower Successor have assumed all obligations of the Guarantor and such Borrower, respectively, under this Agreement and the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment feesin accordance with Section 8.02(b)(i)(D), and letter of credit fees but specifically excluding any amounts owing under the other conditions set forth in Section 2.12 as result of such payment of Advances8.02(b)(i)(A) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, through (iiiE) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunderhave been satisfied.

Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portion of the Commitments; provided that each partial reduction shall be in the aggregate amount of at least $500,000 or in integral multiples of $100,000 in excess thereof. (b) Other than as provided in Section 2.04(c) below2.6(c), any reduction and termination of the Commitments pursuant to this Section 2.04 2.6 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 2.17 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, and (iii) unless otherwise consented to by Administrative Agent, a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c2.6(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (cSection 2.6(c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) abovec), (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.132.18, 2.14, 2.19 and 9.07 9.7 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder other than its obligations under Section 8.5 with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder; provided that, any such termination will not be deemed to be a waiver or release of any claim by Borrower, Administrative Agent or any Lender may have against such Defaulting Lender.

Reduction of the Commitments. (a) The Borrower Borrowers shall have the right, without premium or penalty, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the unused portion portions of the Commitmentsrespective Commitments of the Lenders; provided that each partial reduction shall be in the aggregate amount of $500,000 1,000,000 or an integral multiple thereof; provided, further, that the Commitments may not be reduced to an amount that is less than the aggregate stated amount of outstanding Letters of Credit. Subject to the foregoing, (i) if after giving effect to any reduction of the Commitments, any Borrower Sublimit exceeds the amount of the aggregate Commitments, such Borrower Sublimit shall be automatically reduced by the amount of such excess, (ii) any reduction of the Commitments to an amount that is less than $175,000,000 shall also result in integral multiples a reduction of $100,000 the LC Commitment Amount to the extent of such deficit, (iii) if after giving effect to any reduction of the LC Commitment Amount pursuant to the preceding clause (ii), any Fronting Commitment exceeds the LC Commitment Amount, such Fronting Commitment shall be automatically reduced by the amount of such excess, and (iv) upon any reduction of the LC Commitment Amount pursuant to the preceding clause (ii), the Borrower LC Sublimits shall be automatically reduced ratably in excess thereofproportion to the amount of reduction of the LC Commitment Amount. Once terminated, a Commitment may not be reinstated. (b) Other than as provided The Borrowers may terminate in Section 2.04(c) below, any reduction and termination whole the unused amount of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of Lender upon not less than three Business Days’ prior notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.19(b)(iii) elect will apply to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed thereafter paid by any Borrower for the Borrower to account of such Defaulting Lender under this Agreement and under (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 any Borrower, the other Loan Documents (including principal of and interest on the Advances owed to Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder.

Reduction of the Commitments. (a) The Borrower shall have the right, without premium or penalty, upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the unused portion portions of the Commitmentsrespective Commitments of the Lenders; provided that each partial reduction shall be in the aggregate amount of $500,000 1,000,000 or an integral multiple thereof; provided, further, that the Commitments may not be reduced to an amount that is less than the aggregate stated amount of outstanding Letters of Credit. Subject to the foregoing, any reduction of the Commitments to an amount below $100,000,000 shall also result in integral multiples a reduction of $100,000 the LC Commitment Amount to the extent of such deficit, and the Fronting Commitments shall be automatically reduced ratably in excess thereofproportion to the amount of reduction of the Commitments. Once terminated, a Commitment may not be reinstated. (b) Other than as provided in Section 2.04(c) below, any reduction and termination The Borrower may terminate the unused amount of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of Lender upon not less than three Business Days’ prior notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.19(b)(iii) elect will apply to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed thereafter paid by the Borrower to for the account of such Defaulting Lender under this Agreement and under (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 other Loan Documents (including principal of and interest on Borrower, the Advances owed to Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder.

Reduction of the Commitments. (a) The Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date, subject to Section 2.01(b). (b) The Borrower shall have the rightmay, upon at least three Business Days’ irrevocable notice to the Administrative AgentAgent (which shall promptly distribute copies thereof to the Lenders), to terminate in whole or reduce ratably in part the unused portion portions of the Commitments; provided that each any such partial reduction shall be in the aggregate amount of $500,000 10,000,000 or in an integral multiples multiple of $100,000 1,000,000 in excess thereof. (b) Other ; and provided, further, that the Commitments shall in no event be reduced to an amount which is less than as provided in Section 2.04(c) below, any the aggregate LC Outstandings of all Letters of Credit then outstanding. Any termination or reduction and termination of the Commitments pursuant to this Section 2.04 shall be applied ratably to each Lender’s Commitment and subsection (b) shall be permanent, with no obligation of the Lenders to reinstate such Commitments. (c) In the event that the Borrower requests the Lenders to agree to an extension of the Revolving Credit Termination Date (pursuant to an amendment to this Agreement, a Defaulting consent letter or otherwise) and any Lender (a “Non-Extending Lender”) does not agree to such extension, then, subject to subsection (d) below, the BorrowerCommitment of such Non-Extending Lender shall permanently terminate on the effective date (if any) of such extension; provided, at the Borrower’s election may (with the consent of the Administrative Agent) elect that it shall be a condition to terminate any such Defaulting Lender’s Commitment hereunder; provided extension that (i) such termination must be Lenders having at least 50% of the Defaulting Lender’s entire Commitmentaggregate amount of the Commitments consent to such extension request, (ii) after giving effect to the termination of the Commitments of all Non-Extending Lenders, the Commitments shall equal or exceed the aggregate LC Outstandings of all Letters of Credit then outstanding, and (iii) no Event of Default or Unmatured Default shall have occurred and be continuing. Subject to subsection (d) below, the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, on such effective date (if any), the outstanding principal amount of all Loans made by such Non-Extending Lender, accrued interest thereon, and all other amounts payable to such Non-Extending Lender pursuant to this Agreement and the other Loan Documents. Upon its receipt of such payment, such Non-Extending Lender shall no longer constitute a Lender hereunder. (d) The Borrower may, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Event of Default or Unmatured Default shall then have occurred and be continuing, demand that any Non-Extending Lender assign, at the sole cost and expense of the Borrower, in accordance with Section 11.07 to one or more Eligible Assignees designated by the Borrower, all (but not less than all) of such Non-Extending Lender’s Commitment and the Loans owing to it, on or before the effective date (if any) of the applicable extension of the Revolving Credit Termination Date. If any such Eligible Assignee designated by the Borrower shall fail to consummate such assignment on terms acceptable to such Non-Extending Lender, or if the Borrower shall fail to designate any such Eligible Assignees for all or part of such Non-Extending Lender’s Commitment or Loans, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (d) that such assignment shall be conclusively deemed to be on terms acceptable to such Non-Extending Lender, and such Non-Extending Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (i) shall agree to such assignment by entering into a Lender Assignment with such Non-Extending Lender and (ii) shall offer compensation to such Non-Extending Lender in an amount equal to all amounts owed then owing by the Borrower to such Defaulting Non-Extending Lender under this Agreement hereunder and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be Promissory Notes made by the Borrower under clause to such Non-Extending Lender, whether for principal, interest, fees, costs or expenses or otherwise (ii) aboveincluding, (A) such Defaulting Lender shall cease without limitation, to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13the extent not paid by the Borrower, 2.14, and 9.07 shall continue with respect any payments required pursuant to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunderSection 5.04(b)).

Reduction of the Commitments. (a) The Borrower Commitments shall have be automatically and permanently terminated on the rightRevolving Credit Termination Date. (b) The Borrowers may, upon at least three Business Days’ irrevocable prior written notice (duly executed by a Responsible Officer of each Borrower) to the Administrative AgentAgent (which shall promptly distribute copies thereof to the Lenders), to terminate in whole or reduce ratably in part the unused portion portions of the Commitments; provided that each any such partial reduction shall be in the aggregate amount of $500,000 5,000,000 or in an integral multiples multiple of $100,000 1,000,000 in excess thereof. (b) Other than as provided in Section 2.04(c) below; and provided, any reduction and termination of further, that the Commitments pursuant shall in no event be reduced to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation an amount which is less than the aggregate LC Outstandings on the date of the Lenders to reinstate such Commitmentsreduction. (c) In the event of a Defaulting Lender, the Borrowerthat, at the Borrower’s election may (with the consent of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that any time, (i) such termination must be all or a majority of the Defaulting Lender’s entire Commitmentvoting capital stock of any Borrower or Borrower Successor is sold, transferred or otherwise conveyed to any Person (other than a Wholly-Owned Subsidiary), (ii) all or substantially all of the assets of any Borrower or Borrower Successor are sold, transferred, leased or otherwise conveyed to any Person (other than a Wholly-Owned Subsidiary), or (iii) any Borrower or Borrower Successor no longer constitutes a Subsidiary, in each case as a result of or pursuant to a transaction (or series of transactions) permitted hereunder (including Section 8.02(b)) or otherwise, then (A) all Obligations of such Borrower or Borrower Successor (as the case may be) shall be immediately due and payable, (B) all outstanding Letters of Credit issued at the request and for the account of such Borrower or Borrower Successor (as the case may be) shall be cancelled, or such Borrower or Borrower Successor (as the case may be) shall pay immediately to the Administrative Agent an amount equal to the aggregate LC Outstandings of all amounts owed such Letters of Credit, to be held by the Administrative Agent (for its benefit and the benefit of the Issuing Banks and the Lenders) as cash collateral securing such LC Outstandings and such Borrower’s or Borrower Successor’s (as the case may be) reimbursement obligations with respect thereto, (C) the Commitments shall be automatically and permanently reduced by an amount equal to the excess (if any) of (1) the aggregate amount of the Commitments at such Defaulting Lender time over (2) $45,000,000, (D) such Borrower or Borrower Successor (as the case may be) shall no longer be permitted to request or receive any Extension of Credit and (E) upon the payment in full of all outstanding Obligations of such Borrower or Borrower Successor (as the case may be) and the satisfaction of the requirements set forth in clause (B) above, such Borrower or Borrower Successor (as the case may be) shall automatically and immediately cease to be a party to this Agreement; provided, however, that this paragraph (c) shall not apply to any transaction described in clause (i), (ii) or (iii) above with respect to any Borrower if (x) the Commitments have previously been reduced pursuant to clause (C) above, (y) such Borrower is the only borrower under this Agreement and (z) in connection with such transaction, both a Guarantor Successor and a Borrower Successor have assumed all obligations of the Guarantor (if any) and such Borrower, respectively, under this Agreement and the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment feesin accordance with Section 8.02(b)(i)(D), and letter of credit fees but specifically excluding any amounts owing under the other conditions set forth in Section 2.12 as result of such payment of Advances8.02(b)(i)(A) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, through (iiiE) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunderhave been satisfied.

Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ irrevocable ' notice to the Administrative Agent, Agent to terminate in whole or reduce ratably in part the unused portion of the CommitmentsTotal Commitment; provided provided, that each partial reduction in the Total Commitment shall be in the aggregate amount of $500,000 5,000,000 or in an integral multiples multiple of $100,000 5,000,000 in excess thereof. Any such reduction or termination by the Borrower shall be irrevocable. (b) Other During the period prior to the Termination Date, upon the occurrence of any Collateral Disposition not resulting from a Total Loss, and 90 days after the occurrence of any Collateral Disposition resulting from a Total Loss, the Commitment of each Bank shall be reduced ratably by (i) if the Collateral Disposition involves a Semisubmersible Rig, an amount equal to the Total Commitment in effect immediately prior to such Collateral Disposition multiplied by 200% of the Appraised Value Percentage of the Mortgaged Rig disposed of in such Collateral Disposition, and (ii) if the Collateral Disposition involves any Mortgaged Rig other than as provided a Semisubmersible Rig, an amount equal to the Total Commitment in effect immediately prior to such Collateral Disposition multiplied by the Appraised Value Percentage of the Mortgaged Rig disposed of in such Collateral Disposition; provided, that no such reduction shall occur under this Section 2.04(c2.06(b) belowif (A) the Mortgaged Rig disposed of in such Collateral Disposition is a Mat Supported Rig, (B) such Collateral Disposition does not constitute a Subsidiary Mat Supported Rig Disposition, and (C) after giving effect to such Collateral Disposition the Collateral Maintenance Ratio is equal to or greater than 3 to 1. Prior to the Termination Date, any such reduction and termination in a Bank's Commitment under this Section 2.06(b) shall be reinstated if, on or before the 90th day following such Collateral Disposition, the Borrower or Guarantor who owned such disposed Mortgaged Rig shall have replaced such disposed Mortgaged Rig with an offshore drilling rig of the Commitments pursuant same type and class as the disposed Mortgaged Rig or with another offshore drilling rig acceptable to this Section 2.04 shall be applied ratably to each Lender’s Commitment the Agent and shall be permanentthe Co-Agent and, in either case, with no a Market Value equal to or greater than 75% of the Market Value of the disposed Mortgaged Rig and such Person shall have delivered to the Agent all of the following: (A) such Loan Documents as may be reasonably required by the Agent (collectively, the "Post Closing Security Documents") to grant a duly perfected Lien to the Collateral Agent, for the ratable benefit of the Bank Group as security for the Obligations, covering such additional offshore drilling rig (which shall thereafter constitute a Mortgaged Rig). (B) Evidence that the Liens created by the Post Closing Security Documents have been duly perfected, and constitute valid first priority Liens. (C) A certificate of the secretary or an assistant secretary of each Person executing a Post Closing Security Document certifying, inter alia, (1) true and correct copies of resolutions adopted by the Board of Directors of such Person authorizing the execution, delivery and performance by such Person of the Post Closing Security Documents to which it is or will be a party, approving the forms of the Post Closing Security Documents to which it is or will be a party and authorizing officers of such Person to negotiate, execute and deliver the Post Closing Security Documents to which it is or will be a party and any related documents and (2) the incumbency and specimen signatures of the officers of such Person executing any Post Closing Security Documents to which it is a party. (D) An opinion of counsel for each Person executing a Post Closing Security Document, in form, scope and substance reasonably satisfactory to the Agent, to the effect that such documents have been duly executed and delivered by a duly authorized officer of such Person, that such documents are the legal, valid and binding obligation of such Person, that the Lenders Liens created by such Post Closing Security Documents have been duly perfected in accordance with all Requirements of Law, that the execution, delivery and performance of such Post Closing Security Documents will not violate or cause a default under any agreement to reinstate which such CommitmentsPerson is a party or by which its Properties are bound or any Requirement of Law and addressing such other matters as the Agent may reasonably request. (E) Evidence of insurance of such additional Mortgaged Rig, naming the Bank Group as additional insured or loss payee, as appropriate. (F) Any supplemental Rig Appraisal Report necessary to establish the Market Value of such additional Mortgaged Rig, together with a calculation of the Collateral Market Value as of the date of such report, certified by a Responsible Officer of the Borrower as conforming to the requirements of this Agreement. (G) Such other documents, certificates and opinions as the Agent may reasonably request relating to the Post Closing Security Documents. (c) In If EBITDA, measured as of the event last day of a Defaulting Lenderany calendar quarter for the twelve month period then ended, as reflected in the financial statements delivered for such period pursuant to Section 5.01, is (or as of the end of current calendar quarter is projected to be) less than $25,000,000, the BorrowerBorrower shall notify the Agent as soon as it becomes aware of such event and for so long as EBITDA shall be less than $25,000,000, at the Borrower’s election may Commitment of each Bank shall be reduced so that, after giving effect thereto, the Available Commitment of each Bank is zero. Any reduction in a Bank's Commitment under this Section 2.06(c) shall be reinstated if (with the consent i) thereafter EBITDA measured as of the Administrative Agentlast day of any calendar quarter for the twelve month period then ended, as reflected in the financial statements delivered for such period pursuant to Section 5.01, is equal to or greater than $25,000,000 and (ii) elect to terminate such Defaulting Lender’s Commitment hereunderno Default exists; provided that (i) such termination must be of the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminatedreinstated only to the extent such Commitment would not have been otherwise reduced under Section 2.06 (b). (d) On the Termination Date, and (C) such Defaulting Lender the Commitment of each Bank shall be relieved of its obligations hereunderautomatically reduced to zero.

Reduction of the Commitments. (a) The Borrower Commitments shall have be automatically and permanently terminated on the rightRevolving Credit Termination Date. (b) The Borrowers may, upon at least three Business Days’ irrevocable prior written notice (duly executed by an Authorized Officer of each Borrower) to the Administrative AgentAgent (which shall promptly distribute copies thereof to the Lenders), to terminate in whole or reduce ratably in part the unused portion portions of the Commitments; provided that each any such partial reduction shall be in the aggregate amount of $500,000 5,000,000 or in an integral multiples multiple of $100,000 1,000,000 in excess thereof. (b) Other than as provided in Section 2.04(c) below; and provided, any reduction and termination of further, that the Commitments pursuant shall in no event be reduced to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation an amount which is less than the aggregate LC Outstandings on the date of the Lenders to reinstate such Commitmentsreduction. (c) In the event of a Defaulting Lender, the Borrowerthat, at the Borrower’s election may (with the consent of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that any time, (i) such termination must be all or a majority of the Defaulting Lender’s entire Commitmentvoting capital stock of any Borrower or Borrower Successor is sold, transferred or otherwise conveyed to any Person (other than a Wholly-Owned Subsidiary), (ii) all or substantially all of the assets of any Borrower or Borrower Successor are sold, transferred, leased or otherwise conveyed to any Person (other than a Wholly-Owned Subsidiary), or (iii) any Borrower or Borrower Successor no longer constitutes a Subsidiary of the Guarantor, in each case as a result of or pursuant to a transaction (or series of transactions) permitted hereunder (including Section 8.02(b)) or otherwise, then (A) all Obligations of such Borrower or Borrower Successor (as the case may be) shall be immediately due and payable, (B) all outstanding Letters of Credit issued at the request and for the account of such Borrower or Borrower Successor (as the case may be) shall be cancelled, or such Borrower or Borrower Successor (as the case may be) shall pay immediately to the Administrative Agent an amount equal to the aggregate LC Outstandings of all amounts owed such Letters of Credit, to be held by the Administrative Agent (for its benefit and the benefit of the Issuing Banks and the Lenders) as Cash Collateral securing such LC Outstandings and such Borrower’s or Borrower Successor’s (as the case may be) reimbursement obligations with respect thereto, (C) the Commitments shall be automatically and permanently reduced by an amount equal to the excess (if any) of (1) the aggregate amount of the Commitments at such Defaulting Lender time over (2) $70,000,000, (D) such Borrower or Borrower Successor (as the case may be) shall no longer be permitted to request or receive any Extension of Credit and (E) upon the payment in full of all outstanding Obligations of such Borrower or Borrower Successor (as the case may be) and the satisfaction of the requirements set forth in clause (B) above, such Borrower or Borrower Successor (as the case may be) shall automatically and immediately cease to be a party to this Agreement; provided, however, that this paragraph (c) shall not apply to any transaction described in clause (i), (ii) or (iii) above with respect to any Borrower if (x) the Commitments have previously been reduced pursuant to clause (C) above, (y) such Borrower is the only borrower under this Agreement and (z) in connection with such transaction, both a Guarantor Successor and a Borrower Successor have assumed all obligations of the Guarantor (if any) and such Borrower, respectively, under this Agreement and the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment feesin accordance with Section 8.02(b)(i)(D), and letter of credit fees but specifically excluding any amounts owing under the other conditions set forth in Section 2.12 as result of such payment of Advances8.02(b)(i)(A) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, through (iiiE) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunderhave been satisfied.

Reduction of the Commitments. (a) The Borrower PM Companies shall have the right, upon at least three five Business Days’ irrevocable ' notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portion portions of the Commitments; respective Commitments of the Lenders, provided that the aggregate amount of the Commitments of the Lenders shall not be reduced to an amount which is less than the aggregate principal amount of the B Advances then outstanding and provided further that each partial reduction shall be in the aggregate amount of at least $500,000 or in integral multiples of $100,000 in excess thereof50,000,000. (b) Other than as provided in Section 2.04(c) below, any reduction and termination of In the Commitments pursuant to this Section 2.04 event that there shall be applied ratably to each Lender’s Commitment and shall be permanentan Asset Disposition, with no obligation the respective Commitments of the Lenders shall be reduced ratably by an aggregate amount equal to reinstate such Commitments. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent 100% of the Administrative Agentnet after-tax proceeds of such Asset Disposition. For the purpose of this subsection (b) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that any net after-tax non-cash proceeds or spin-off shall be valued at (i) such termination must be the greater of (x) the book value and (y) the fair market value (as determined in good faith by the Board of Directors of PM Companies) of the Defaulting Lender’s entire Commitmentassets subject to such Asset Disposition, less (ii) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lendercash Philip Morris $8 billion, accrued commitment fees5 year Facility 107900.5/NYL3 proceeds, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 if any, received as a result of such payment Asset Disposition. In the event that the purchase price of Advancesassets subject to an Asset Disposition is subject to adjustment, as a result of which PM Companies reasonably believes that the proceeds ultimately to be received therefrom will be reduced, then until such time as such adjustment is finalized, for purposes of this subsection (b) and the "net after-tax proceeds" shall deposit with include only the Administrative Agent into the Cash Collateral Account cash collateral amount of those proceeds actually received by PM Companies or any affiliate of PM Companies, less an adjustment reserve in an amount reasonably determined by PM Companies to be equivalent to such adjustment therein. As soon as such adjustment is finalized, any further reduction in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, Commitments shall be made as above provided in this subsection (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lendersb). Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment Any reduction pursuant to this clause subsection (cb) and shall be effective on a date selected by PM Companies but in any event no later than the payment and deposit last day of amounts required to the calendar quarter during which the Asset Disposition occurs; provided that any reduction which would be in amount less than $50,000,000 shall not be made by but shall be included in the Borrower under clause calculation of the subsequent reduction or reductions provided for in this subsection (iib) above, (A) until the aggregate amount of any such Defaulting Lender subsequent reduction shall cease be at least equal to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14$50,000,000, and 9.07 such reduction shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to then be a “Lender” hereunder, made as above provided in this subsection (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunderb).

Reduction of the Commitments. (a) The Borrower may, from time to time on any Business Day occurring after the Effective Date, voluntarily reduce the Tranche A Loan Commitment Amount, the Tranche B Loan Commitment Amount or the Tranche C Loan Commitment Amount without premium or penalty (subject, however, to SECTION 4.5); PROVIDED, HOWEVER, that all such reductions shall have the right, upon require at least three Business Days’ irrevocable ' prior notice to the Administrative AgentAgent and be permanent, to terminate in whole or reduce ratably in part the unused portion and any partial reduction of the Commitments; provided that each partial reduction Tranche A Loan Commitment Amount, the Tranche B Loan Commitment Amount and the Tranche C Loan Commitment Amount shall be in a minimum amount of $10,000,000 and an integral multiple of $1,000,000 in excess thereof; and, PROVIDED, FURTHER, that (i) the Tranche A Loan Commitment Amount may not be reduced to an amount less than the aggregate amount of outstanding Tranche A Loans, (ii) the Tranche B Loan Commitment Amount may not be reduced to an amount less than the aggregate amount of outstanding Tranche B Loans, and (iii) the Tranche C Loan Commitment Amount may not be reduced to an amount less than the greater of (A) the aggregate amount of outstanding Tranche C Loans and (B) $500,000 or in integral multiples of $100,000 in excess thereof20,000,000. (b) Other than as provided in Section 2.04(c) below, any reduction and termination Reductions of the Commitments made pursuant to this Section 2.04 SECTION 2.3 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation of PRO RATA among the Lenders to reinstate such in accordance with their respective available Commitments. (c) In Unless a Rating Event shall have occurred and be continuing, any reductions of Commitments made pursuant to this SECTION 2.3 shall be applied as between Tranche A Loan Commitments and Tranche B Loan Commitments as the Borrower may direct; PROVIDED that in the event of that a Defaulting LenderRating Event shall have occurred and be continuing any such reductions shall be applied PRO RATA between the Tranche A Loan Commitments and the Tranche B Loan Commitments. (d) Prior to the Tranche C Loan Commitment Termination Date, the Borrower, at Tranche C Loan Commitments may not be terminated or reduced to zero without the Borrower’s election may (with the prior written consent of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that (i) such termination must be of Lenders unless and until the Defaulting Lender’s entire Commitment, (ii) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral Funding LLC Loans have been paid in the amount equal to such Defaulting Lender’s ratable share of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment pursuant to this clause (c) full and the payment and deposit of amounts required to be made by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed related commitments have been terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunder.. CREDIT AGREEMENT

Reduction of the Commitments. (a) The Each Borrower shall have the right, upon at least three Business Days’ irrevocable Days notice to the Administrative Agent, to terminate in whole or reduce ratably in part (i) the Unused Revolving Credit Commitments for such Borrower and (ii) the unused portion portions of the Letter of Credit Commitments; provided that each partial reduction shall be in the aggregate amount of $500,000 5,000,000 or in an integral multiples multiple of $100,000 1,000,000 in excess thereofthereof and shall be made ratably among the Banks or Issuing Banks, as the case may be, in accordance with their respective Commitments for such Borrower or Letter of Credit Commitments, as the case may be, and provided further that the aggregate amount of the Letter of Credit Commitments shall not be reduced to an amount which is less than the aggregate amount of all Letter of Credit Liabilities in respect of all Letters of Credit; and provided further that the Revolving Credit Commitments for TWC shall not be reduced to an amount which is less than the greatest, for any Borrower, of the sum of (i) the aggregate outstanding principal amount of Revolving Credit Advances owed by such Borrower plus (ii) the aggregate amount of all Letter of Credit Liabilities in respect of Letters of Credit issued at the request of such Borrower; and provided further that the Revolving Credit Commitments for any Borrower shall not be reduced to an amount which is less than the sum of (i) the aggregate outstanding principal amount of Revolving Credit Advances owed by such Borrower plus (ii) the aggregate amount of all Letter of Credit Liabilities in respect of Letters of Credit issued at the request of such Borrower; and provided further that the Revolving Credit Commitments for TWC shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments. Each termination or reduction of any Commitment shall be permanent. (b) Other than as provided in Section 2.04(c) below, any reduction and termination The respective Revolving Credit Commitments of the Commitments pursuant Banks for TWC shall automatically be ratably reduced, on each Excess Proceeds Payment Date in respect of any Excess Proceeds, by an amount equal to this Section 2.04 shall be applied ratably to each Lender’s Commitment and shall be permanent, with no obligation the amount of the Lenders to reinstate such CommitmentsExcess Proceeds. (c) In the event of a Defaulting Lender, the Borrower, at the Borrower’s election may (with the consent of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that If on any date (i) such termination must be the respective Revolving Credit Commitments of the Defaulting Lender’s entire Commitment, Banks for TWC are reduced pursuant to Section 2.4(b) and (ii) the Borrower shall pay all amounts owed by the Borrower after giving effect to such Defaulting Lender under this Agreement and under reduction, the other Loan Documents (including principal aggregate Revolving Credit Commitments of and interest the Banks for TGPL would exceed the aggregate Revolving Credit Commitments of the Banks for TWC, then the respective Revolving Credit Commitments of the Banks for TGPL shall automatically be ratably reduced on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the date by an amount equal to such Defaulting Lender’s ratable share excess. (d) If on any date (i) the respective Revolving Credit Commitments of the Letter of Credit Exposure, (iii) a Defaulting Lender’s Commitment may be terminated by the Borrower under this Section 2.04(c) if and only if at such time, the Borrower has elected, or is then electing, to terminate the Commitments of all then existing Defaulting Lenders. Upon written notice to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate a Defaulting Lender’s Commitment Banks for TWC are reduced pursuant to this clause (cSection 2.4(b) and the payment and deposit of amounts required to be made by the Borrower under clause (ii) aboveafter giving effect to such reduction, (A) the aggregate Revolving Credit Commitments of the Banks for NWP would exceed the aggregate Revolving Credit Commitments of the Banks for TWC, then the respective Revolving Credit Commitments of the Banks for NWP shall automatically be ratably reduced on such Defaulting Lender shall cease date by an amount equal to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s Commitment shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunderexcess.

Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ irrevocable ' notice to the Administrative Agent, Agent to terminate in whole or reduce ratably in part the unused portion of the CommitmentsTotal Commitment; provided provided, that each partial reduction in the Total Commitment shall be in the aggregate amount of $500,000 5,000,000 or in an integral multiples multiple of $100,000 5,000,000 in excess thereof. Any such reduction or termination by the Borrower shall be irrevocable and permanent. (b) Other than as provided If any Collateral Disposition or any Casualty Event shall occur when no Event of Default shall have occurred and is continuing, then the Commitment of each Bank shall be reduced ratably in Section 2.04(c) below, any reduction and termination proportion to its Commitment Percentage of the Total Commitments pursuant by (i) in the case of a Collateral Disposition, an amount equal to the Total Commitment in effect immediately prior to such Collateral Disposition multiplied by the Appraised Value Percentage of the Mortgaged Rig disposed of in such Collateral Disposition and (ii) in the case of a Casualty Event, an amount equal to the Total Commitment in effect immediately prior to the occurrence of such Casualty Event multiplied by the Appraised Value Percentage of the Mortgaged Rig that suffered such Casualty Event; provided, that no such reduction shall occur under this Section 2.04 2.06(b) if after giving effect to such Collateral Disposition or Casualty Event but before giving effect to any such reduction of the Total Commitment required by this clause (b), the Collateral Maintenance Ratio is equal to or greater than 3.0 to 1.0. Any such reduction in a Bank's Commitment under this Section 2.06(b) shall be applied ratably to each Lender’s Commitment and effective (A) in the case of Collateral Dispositions, on the date of the occurrence of such Collateral Disposition (except that, in the case of Collateral Dispositions resulting in a Total Loss, such reduction shall be permanenteffective on the 90th day following the occurrence of such Collateral Disposition), and (B) in the case of Casualty Events, on the 90th day following the occurrence of such Casualty Event, and in any event such reduced Commitments shall be reinstated if, on or before the 90th day following such Collateral Disposition or Casualty Event, the Borrower or Guarantor who owned such affected Mortgaged Rig shall have (1) in the case of a Casualty Event, made all repairs to the Mortgaged Rig that suffered the Casualty Event that are necessary to restore such Mortgaged Rig to the use and condition of such Mortgaged Rig prior to such Casualty Event, and in any event to the satisfaction of the Administrative Agent in its sole discretion and (2) in the case of a Collateral Disposition, replaced such disposed Mortgaged Rig with an offshore drilling rig of the same or superior type and class as the disposed Mortgaged Rig or with another offshore drilling rig acceptable to the Administrative Agent and, in either case under this clause (2), with no a Market Value equal to or greater than 75% of the Market Value of the disposed Mortgaged Rig and such Person shall have delivered to the Administrative Agent all of the following: (i) such Loan Documents as may be reasonably required by the Administrative Agent (collectively, the "Post Closing Security Documents") to grant a duly perfected Lien to the Collateral Agent, for the ratable benefit of the Bank Group as security for the Obligations, covering such additional offshore drilling rig (which shall thereafter constitute a Mortgaged Rig). (ii) Evidence that the Liens created by the Post Closing Security Documents have been duly perfected, and constitute valid first priority Liens. (iii) A certificate of the secretary or an assistant secretary of each Person executing a Post Closing Security Document certifying, inter alia, (1) true and correct copies of resolutions adopted by the Board of Directors of such Person authorizing the execution, delivery and performance by such Person of the Post Closing Security Documents to which it is or will be a party, approving the forms of the Post Closing Security Documents to which it is or will be a party and authorizing officers of such Person to negotiate, execute and deliver the Post Closing Security Documents to which it is or will be a party and any related documents and (2) the incumbency and specimen signatures of the officers of such Person executing any Post Closing Security Documents to which it is a party. (iv) An opinion of counsel for each Person executing a Post Closing Security Document, in form, scope and substance reasonably satisfactory to the Administrative Agent, to the effect that such documents have been duly executed and delivered by a duly authorized officer of such Person, that such documents are the legal, valid and binding obligation of such Person, that the Lenders Liens created by such Post Closing Security Documents have been duly perfected in accordance with all Requirements of Law, that the execution, delivery and performance of such Post Closing Security Documents will not violate or cause a default under any agreement to reinstate which such CommitmentsPerson is a party or by which its Properties are bound or any Requirement of Law and addressing such other matters as the Administrative Agent may reasonably request. (v) Evidence of insurance of such additional Mortgaged Rig, naming the Bank Group as additional insured or loss payee, as appropriate. (vi) Any supplemental Rig Appraisal Report necessary to establish the Market Value of such additional Mortgaged Rig, together with a calculation of the Collateral Market Value as of the date of such report, certified by a Responsible Officer of the Borrower as conforming to the requirements of this Agreement. (vii) Such other documents, certificates and opinions as the Administrative Agent may reasonably request relating to the Post Closing Security Documents. (c) In If, during the event continuation of an Event of Default, any Collateral Disposition or any Casualty Event shall occur or any Collateral Disposition Proceeds or Casualty Proceeds shall be payable to or received by the Borrower or any of its Subsidiaries, then all Casualty Proceeds received by the Borrower and its Subsidiaries (in the case of a Defaulting LenderCasualty Event) and all Collateral Disposition Proceeds payable to or received by the Borrower and its Subsidiaries (in the case of a Collateral Disposition) shall on the date of receipt by the Borrower or any such Subsidiary be deposited with the Collateral Agent as security for the Obligations and applied in accordance with Section 7.05. In addition, if the Bank Group shall not have elected to immediately terminate the Total Commitments as permitted by Section 7.01 as a result of the occurrence of such Event of Default, the Borrower, at the Borrower’s election may (with the consent Commitment of each Bank shall nonetheless be reduced ratably in proportion to its Commitment Percentage of the Administrative Agent) elect to terminate such Defaulting Lender’s Commitment hereunder; provided that Total Commitments by (i) in the case of a Collateral Disposition, an amount equal to the Total Commitment in effect immediately prior to such termination must be Collateral Disposition multiplied by the Appraised Value Percentage of the Defaulting Lender’s entire Commitment, Mortgaged Rig disposed of in such Collateral Disposition and (ii) the Borrower shall pay all amounts owed by the Borrower to such Defaulting Lender under this Agreement and under the other Loan Documents (including principal of and interest on the Advances owed to such Defaulting Lender, accrued commitment fees, and letter of credit fees but specifically excluding any amounts owing under Section 2.12 as result of such payment of Advances) and shall deposit with the Administrative Agent into the Cash Collateral Account cash collateral in the case of a Casualty Event, an amount equal to the Total Commitment in effect immediately prior to the occurrence of such Defaulting Lender’s ratable share Casualty Event multiplied by the Appraised Value Percentage of the Letter of Credit Exposure, (iii) Mortgaged Rig that suffered such Casualty Event. Any such reduction in a Defaulting Lender’s Bank's Commitment may be terminated by the Borrower under this Section 2.04(c2.06(c) shall be effective on the date of the occurrence of the Collateral Disposition or the Casualty Event, and in any event such reduced Commitments shall be reinstated if (A) on or before the 90th day following such Collateral Disposition or Casualty Event the Borrower and only if at its Subsidiaries shall have met the conditions for reinstatement required by clause (b) of this Section 2.06 and (B) such timeEvent of Default shall have been cured within such 90 day period. Notwithstanding the foregoing, the Borrower has elected, or is then electing, failure of the Bank Group to elect to immediately terminate the Total Commitments of all then existing Defaulting Lenders. Upon written notice (but to the Defaulting Lender and Administrative Agent of the Borrower’s election to terminate instead merely allow for a Defaulting Lender’s Commitment pursuant to reduction as required by this clause (c)) and shall not preclude the payment and deposit Bank Group from making any such election to terminate the Total Commitments pursuant to Section 7.01 at a later date or from otherwise exercising any other remedies available to the Bank Group after the occurrence of amounts required to be made by an Event of Default. (d) On the Borrower under clause (ii) aboveMaturity Date, (A) such Defaulting Lender shall cease to be a “Lender” hereunder for all purposes except that such Lender’s rights under Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, (B) such Defaulting Lender’s the Commitment of each Bank shall be deemed terminated, and (C) such Defaulting Lender shall be relieved of its obligations hereunderautomatically reduced to zero.