Common use of Term and Termination; Early Termination Fee Clause in Contracts

Term and Termination; Early Termination Fee. (a) This Agreement shall have an initial term commencing on the Initial Funding Date and expiring on December 31, 2009 (the “Initial Term”). Thereafter, the term of this Agreement shall be automatically extended for annual successive terms (each, a “Renewal Term”) commencing on the first day following the Initial Term or a Renewal Term, as the case may be, and expiring on the date twelve Months thereafter, unless the Required Lenders or the Borrower Representative provides Written Notice not less than 120 days prior to the expiration of the Initial Term or a Renewal Term, as the case may be, that such Person does not intend to extend the term of this Agreement; provided, however, that (i) the Acquisition Loan shall not be subject to any such extension except by written amendment to this Agreement executed by the Acquisition Lender and absent any such amendment, subject to acceleration of the Maturity Date, and the Outstanding Balance of the Acquisition Loan shall be due and payable in full on the last day of the Initial Term and (ii) if an Event of Default shall have occurred and be continuing at the end of the Initial Term or a Renewal Term, as the case may be, this Agreement will not automatically be extended without the prior written consent of the Required Lenders. The Borrowers shall pay to the Agent, on the first day of each Renewal Term, (i) a fee equal to 0.50% of the Revolving Commitment then in effect for the account of the Revolving Lender and (ii) a fee equal to 0.50% of any amount of the Acquisition Loan then in effect for the account of the Acquisition Lender. (b) The obligations of the Lenders under this Agreement shall continue in full force and effect from the Initial Funding Date until the Maturity Date. Upon the termination of the Revolving Commitment and the Acquisition Commitment and the payment in full of all Lender Debt, the Agent shall take all actions and deliver all assignments, certificates, releases, notices and other documents, at the Borrowers’ expense, as the Borrower Representative may reasonably request to effect such termination. (c) If the Loans are reduced or terminated or the Loans become due and payable prior to the scheduled end of the Initial Term or Renewal Term (including by reason of an Event of Default), the Borrowers shall pay to the Agent for the account of the Lenders the Early Termination Fee. (d) The termination of this Agreement shall not affect any rights of the Agent or Lenders or any obligations of the Borrower Representative or any Borrower arising on or prior to the effective date of such termination, and the Borrowers’ duties and obligations hereunder shall continue to be fully operative until all Lender Debt incurred on or prior to such termination has been paid and performed in full. (e) Upon the giving of notice of a Default or an Event of Default under this Agreement, unless otherwise expressly stated in such notice, all Lender Debt shall become immediately due and payable and all commitments and obligations of the Lenders shall be terminated. (f) The Liens and rights granted to the Agent for the benefit of the Lenders hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of the Lender Debt has been indefeasibly paid in full in cash. Upon the (i) the termination of all commitments and obligations of the Lenders, and (ii) the indefeasible payment in full of all Lender Debt in cash, the Agent shall, at the Borrowers’ sole cost and expense, execute and deliver such documents as the Borrower Representative shall reasonably request to evidence such termination. (g) All indemnities representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof unless otherwise provided. (h) Notwithstanding the foregoing, if after receipt of any payment of all or any part of the Lender Debt, any Lender is for any reason compelled to surrender such payment to any Person or entity because such payment is determined to be void or voidable as a preference, an impermissible setoff, a diversion of trust funds or for any other reason, this Agreement shall continue in full force (except that each of the Revolving Commitment and the Acquisition Commitment shall have been terminated), and the Borrowers shall be liable to, and shall indemnify and hold the Lenders harmless for the amount of such payment surrendered until the Lenders shall have been finally and irrevocably paid in full. The provisions of the foregoing sentence shall be and remain effective notwithstanding any contrary action which may have been taken by the Lenders in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable.

Term and Termination; Early Termination Fee. (a) This Agreement shall have an initial term commencing on the Initial Funding Date and expiring on December 31, 2009 (the “Initial Term”). Thereafter, the term of this Agreement shall be automatically extended for annual successive terms (each, a “Renewal Term”) commencing on the first day following the Initial Term or a Renewal Term, as the case may be, and expiring on the date twelve Months thereafter, unless the Required Lenders or the Borrower Representative provides Written Notice not less than 120 days prior to the expiration of the Initial Term or a Renewal Term, as the case may be, that such Person does not intend to extend the term of this Agreement; provided, however, that (i) the Acquisition Loan shall not be subject to any such extension except by written amendment to this Agreement executed by the Acquisition Lender and absent any such amendment, subject to acceleration of the Maturity Date, and the Outstanding Balance of the Acquisition Loan shall be due and payable in full on the last day of the Initial Term and (ii) if an Event of Default shall have occurred and be continuing at the end of the Initial Term or a Renewal Term, as the case may be, this Agreement will not automatically be extended without the prior written consent of the Required Lenders. The Borrowers shall pay to the Agent, on the first day of each Renewal Term, (i) a fee equal to 0.50% of the Revolving Commitment then in effect for the account of the Revolving Lender and (ii) a fee equal to 0.50% of any amount of the Acquisition Loan then in effect for the account of the Acquisition Lender. (b) The obligations of the Lenders Lender under this Agreement shall continue in full force and effect from the Initial Funding Date date hereof until the Maturity Date. Upon the termination of the Revolving Commitment and the Acquisition Commitment and the payment in full of all Lender Debt, the Agent Lender shall take all actions and deliver all assignments, certificates, releases, notices and other documents, at the Borrowers’ Borrower's expense, as the Borrower Representative may reasonably request to effect such termination. (cb) If the Loans are reduced or terminated or the Loans become due and payable The Borrower may terminate this Agreement at any time prior to the scheduled end Maturity Date upon (i) lapse of not less than ten days' prior Written Notice (which shall be irrevocable) to the Lender of default of the Initial Term or Renewal Term commitment by the Lender pursuant to Article I hereof to make Revolving Advances and (ii) payment in full of all Lender Debt, including all applicable fees, charges, premiums and costs, all as provided hereunder, and in such occurrence of clauses (i) and (ii) the commitment hereunder shall be deemed to be terminated. (c) Upon the termination of this Agreement (for any reason other than the default hereof by reason of an Event of Default)the Lender) prior to the Scheduled Maturity Date, the Borrowers Borrower shall pay to the Agent for the account Lender an early termination fee amount equal to 1.25% of the Lenders the Early Termination FeeRevolving Commitment then in effect. (d) The termination of this Agreement shall not affect any rights of the Agent or Lenders Lender or any obligations of the Borrower Representative or any Borrower arising on or prior to the effective date of such termination, and the Borrowers’ duties and obligations hereunder provisions hereof shall continue to be fully operative until all Lender Debt incurred on or prior to such termination has have been paid and performed in full. (e) Upon the giving of notice of a Default or an Event of Default under of this Agreement, unless otherwise expressly stated in such notice, all Lender Debt shall become immediately be due and payable and on the date of Default or the Event of Default specified in such notice. Upon the (i) the termination of all commitments and obligations of the Lenders Lender, and (ii) the indefeasible payment in full of all Lender Debt, the Lender shall, at the Borrower's request and sole cost and expense, execute and deliver to the Borrower such documents as the Borrower shall be terminatedreasonably request to evidence such termination. (f) The Liens and rights granted to the Agent for the benefit of the Lenders Lender hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of the Lender Debt has been indefeasibly paid in full in cash. Upon the (i) the termination of all commitments and obligations of the Lenders, and (ii) the indefeasible payment in full of all Lender Debt in cash, the Agent shall, at the Borrowers’ sole cost and expense, execute and deliver such documents as the Borrower Representative shall reasonably request to evidence such termination. (g) All indemnities representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof unless otherwise provided. (h) Notwithstanding the foregoing, if after receipt of any payment of all or any part of the Lender Debt, any the Lender is for any reason compelled to surrender such payment to any Person or entity because such payment is determined to be void or voidable as a preference, an impermissible setoff, a diversion of trust funds or for any other reason, this Agreement shall continue in full force (except that each of the Revolving Commitment and of the Acquisition Commitment Lender shall have been terminated), and the Borrowers Borrower shall be liable to, and shall indemnify and hold the Lenders Lender harmless for the amount of such payment surrendered until the Lenders Lender shall have been finally and irrevocably paid in full. The provisions of the foregoing sentence shall be and remain effective notwithstanding any contrary action which may have been taken by the Lenders Lender in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lenders’ Lender's rights under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable.

Term and Termination; Early Termination Fee. (a) This Agreement shall have an initial term commencing on the Initial Funding Date and expiring on December 31, 2009 (the “Initial Term”). Thereafter, the term of this Agreement shall be automatically extended for annual successive terms (each, a “Renewal Term”) commencing on the first day following the Initial Term or a Renewal Term, as the case may be, and expiring on the date twelve Months thereafter, unless the Required Lenders or the Borrower Representative provides Written Notice not less than 120 days prior to the expiration of the Initial Term or a Renewal Term, as the case may be, that such Person does not intend to extend the term of this Agreement; provided, however, that (i) the Acquisition Loan shall not be subject to any such extension except by written amendment to this Agreement executed by the Acquisition Lender and absent any such amendment, subject to acceleration of the Maturity Date, and the Outstanding Balance of the Acquisition Loan shall be due and payable in full on the last day of the Initial Term and (ii) if an Event of Default shall have occurred and be continuing at the end of the Initial Term or a Renewal Term, as the case may be, this Agreement will not automatically be extended without the prior written consent of the Required Lenders. The Borrowers shall pay to the Agent, on the first day of each Renewal Term, (i) a fee equal to 0.50% of the Revolving Commitment then in effect for the account of the Revolving Lender and (ii) a fee equal to 0.50% of any amount of the Acquisition Loan then in effect for the account of the Acquisition Lender. (b) The obligations of the Lenders Lender under this Agreement shall continue in full force and effect from the Initial Funding Date date hereof until the Maturity Date. Upon the termination of the Revolving Commitment and the Acquisition Commitment and the payment in full of all Lender Debt, the Agent Lender shall take all actions and deliver all assignments, certificates, releases, notices and other documents, at the Borrowers’ Borrower's expense, as the Borrower Representative may reasonably request to effect such termination. (cb) If the Loans are reduced or terminated or the Loans become due and payable The Borrower may terminate this Agreement at any time prior to the scheduled end Maturity Date upon (i) lapse of not less than ten days' prior Written Notice (which shall be irrevocable) to the Initial Term Lender and (ii) payment in full of all Lender Debt, including, without limitation, all applicable accrued and unpaid fees, charges and costs, all as provided hereunder, and in such occurrence of clauses (i) and (ii) the commitment hereunder shall be deemed to be terminated. (c) Upon the termination of this Agreement (for any reason other than the default hereof by the Lender or Renewal Term (including by reason of an Event of Default)a Rating Agency Amendment that the Borrower, in its reasonable judgment and in good faith determines is unacceptable) prior to the Maturity Date, the Borrowers Borrower shall pay to the Agent for Lender an early termination fee in an amount equal to the account sum of (i) 2% of the Lenders Revolving Commitment then in effect and (ii) the Early Termination remaining monthly payments of the Facility Management Fee. (d) The termination of this Agreement shall not affect any rights of the Agent or Lenders Lender or any obligations of the Borrower Representative or any Borrower arising on or prior to the effective date of such termination, and the Borrowers’ duties and obligations hereunder provisions hereof shall continue to be fully operative until all Lender Debt incurred on or prior to such termination has been paid and performed in full. (e) Upon the giving of notice of a Default or that an Event of Default has occurred and is continuing under this Agreement, unless otherwise expressly stated in such notice, all Lender Debt shall become immediately be due and payable and on the date of such Event of Default specified in such notice. Upon the (i) the termination of all commitments and obligations of the Lenders Lender, and (ii) the payment in full of all Lender Debt, the Lender shall, at the Borrower's request and sole cost and expense, execute and deliver to the Borrower such documents as the Borrower shall be terminatedreasonably request to evidence such termination. (f) The Liens and rights granted to the Agent for Lender hereunder with respect to the benefit of the Lenders hereunder Collateral shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of the Lender Debt has been indefeasibly paid in full in cash. Upon the (i) the termination of all commitments and obligations of the Lenders, and (ii) the indefeasible payment in full of all Lender Debt in cash, the Agent shall, at the Borrowers’ sole cost and expense, execute and deliver such documents as the Borrower Representative shall reasonably request to evidence such termination. (g) All indemnities representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof unless otherwise provided. (h) Notwithstanding the foregoing, if after receipt of any payment of all or any part of the Lender Debt, any the Lender is for any reason compelled to surrender such payment to any Person or entity because such payment is determined to be void or voidable as a preference, an impermissible setoff, a diversion of trust funds or for any other reason, this Agreement shall continue in full force (except that each of the Revolving Commitment and of the Acquisition Commitment Lender shall have been terminated), and the Borrowers Borrower shall be liable to, and shall indemnify and hold the Lenders Lender harmless for the amount of such payment surrendered until the Lenders Lender shall have been finally and irrevocably paid in full. The provisions of the foregoing sentence shall be and remain effective notwithstanding any contrary action which may have been taken by the Lenders Lender in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lenders’ Lender's rights under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable.

Term and Termination; Early Termination Fee. (a) This Agreement shall have an initial term commencing on the Initial Funding Date and expiring on December 31November 1, 2009 2006 (the “"Initial Term”Term "). Thereafter, the term of this Agreement shall be automatically extended for annual successive terms (each, a “"Renewal Term”") commencing on the first day following the Initial Term or a Renewal Term, as the case may be, and expiring on the date twelve Months months thereafter, unless the Required Lenders Lender or the Borrower Representative provides Written Notice not less than 120 90 days prior to the expiration of the Initial Term or a Renewal Term, as the case may be, that such Person does not intend to extend the term of this Agreement; provided, however, that (i) the Acquisition Loan shall not be subject to any such extension except by written amendment to this Agreement executed by the Acquisition Lender and absent any such amendment, subject to acceleration of the Maturity Date, and the Outstanding Balance of the Acquisition Loan shall be due and payable in full on the last day of the Initial Term and (ii) if an Event of Default shall have occurred and be continuing at the end of the Initial Term or a Renewal Term, as the case may be, this Agreement will not automatically be extended without the prior written consent of the Required LendersLender. The Borrowers Borrower shall pay to the Agent, Lender on the first day of each Renewal Term, (i) Term a fee equal to 0.500.20% of the Revolving Commitment then in effect for the account of the Revolving Lender and (ii) a fee equal to 0.50% of any amount of the Acquisition Loan then in effect for the account of the Acquisition Lender. (b) The obligations of the Lenders under this Agreement shall continue in full force and effect from the Initial Funding Date until the Maturity Dateeffect. Upon the termination of the Revolving Commitment and the Acquisition Commitment and the payment in full of all Lender Debt, the Agent Lender shall take all actions and deliver all assignments, certificates, releases, notices and other documents, at the Borrowers’ Borrower's expense, as the Borrower Representative may reasonably request to effect such termination." (c1.8 Section 5.07(c) If the Loans are reduced or terminated or the Loans become due and payable prior to the scheduled end of the Initial Term or Renewal Term (including Original LSA is hereby amended by reason of an Event of Default), the Borrowers shall pay to the Agent for the account of the Lenders the Early Termination Fee. (d) The termination of this Agreement shall not affect any rights of the Agent or Lenders or any obligations of the Borrower Representative or any Borrower arising on or prior to the effective date of such termination, and the Borrowers’ duties and obligations hereunder shall continue to be fully operative until all Lender Debt incurred on or prior to such termination has been paid and performed in full. (e) Upon the giving of notice of a Default or an Event of Default under this Agreement, unless otherwise expressly stated in such notice, all Lender Debt shall become immediately due and payable and all commitments and obligations of the Lenders shall be terminated. (f) The Liens and rights granted to the Agent for the benefit of the Lenders hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of the Lender Debt has been indefeasibly paid in full in cash. Upon the (i) deleting the termination of all commitments and obligations phrase "2% of the LendersRevolving Commitment then in effect" appearing on the fourth and fifth lines thereof, and (ii) substituting therefor the indefeasible payment in full phrase "the Early Termination Fee". 1.9 Section 5.07(c) of all Lender Debt in cashthe Original LSA is hereby further amended by (i) deleting the phrase "the Maturity Date" appearing on the third line thereof, and (ii) substituting therefor the phrase "the Scheduled Maturity Date". 1.10 Exhibit I to the Original LSA is hereby amended by (i) deleting the defined term "Scheduled Maturity Date" and (ii) substituting therefor the following new defined terms: "'Scheduled Maturity Date' means November 1, 2006, as such date may be extended pursuant to Section 5.07(a) hereof." 1.11 Exhibit I to the Original LSA is hereby further amended by adding, following the phrase "Expected Net Value of Eligible Receivables as of such time" appearing on the first and second line of the defined term "Borrowing Base", the Agent shall, at following new parenthetical: "(subject to adjustment upward to 90% upon the Borrowers’ sole cost and expense, execute and deliver such documents as request of the Borrower Representative shall reasonably request to evidence such termination. (g) All indemnities representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof unless otherwise provided. (h) Notwithstanding the foregoing, if after receipt of any payment of all or any part approval of the Lender Debtbased upon mutually acceptable terms, such approval not to be unreasonably withheld)" 1.12 Exhibit I to the Original LSA is hereby amended by adding the following new defined terms, to be inserted in their appropriate alphabetical order: "'Commitment' means, at any time, the sum of (i) the then Revolving Commitment, plus (ii) the sum of the then Term Loan Commitments; provided, however, in no event shall the Commitment exceed $100,000,000. 'Early Termination Fee' as a percentage of the Commitment, means (i) from June 30, 2003 until and including October 31, 2003, 2%, (ii) from November 1, 2003 until and including November 1, 2004, 1.5%, (iii) from November 2, 2004 until and including November 1, 2005, 1.0%, (iv) from November 2, 2005 until November 1, 2006, 0.5%, and (v) at all other times, 1.5%; provided, however, if the Lender is provided the opportunity to provide, or participate in, replacement financing for any reason compelled to surrender such payment to any Person or entity because such payment is determined to be void or voidable as a preference, an impermissible setoff, a diversion of trust funds or for any other reason, this Agreement shall continue in full force (except that each of the Revolving Commitment financing facility on terms similar and the Acquisition Commitment shall have been terminated), and the Borrowers shall be liable to, and shall indemnify and hold the Lenders harmless for the amount of such payment surrendered until the Lenders shall have been finally and irrevocably paid in full. The provisions of the foregoing sentence shall be and remain effective notwithstanding any contrary action which may have been taken by the Lenders in reliance upon such payment, and any such contrary action so taken shall be without prejudice no less favorable to the Lenders’ rights under Lender than the facility provided by this Agreement and the other Documents (including, without limitation, with respect to the security interests, creditworthiness and yield of the facility), then the Early Termination Fee shall be deemed apply only to have been conditioned upon that portion of the Commitment not offered for refinancing to the Lender as part of such payment having become final and irrevocablereplacement facility.

Term and Termination; Early Termination Fee. (a) This Agreement shall have an initial term commencing on the Initial Funding Date and expiring on December 31April 6, 2009 2004 (the “Initial Term”"INITIAL TERM"). Thereafter, the term of this Agreement shall be automatically extended for annual successive terms (each, each a “Renewal Term”"RENEWAL TERM") commencing on the first last day following of the Initial Term or a Renewal Term, as the case may be, and expiring on the date twelve (12) Months thereafter, unless the Required Lenders Lender or the Borrower Representative provides Written Notice not less than 120 forty-five (45) days prior to the expiration of the Initial Term or a Renewal Term, as the case may be, that such Person does not intend to extend the term of this Agreement; provided, however, that (i) the Acquisition Loan shall not be subject to any such extension except by written amendment to this Agreement executed by the Acquisition Lender and absent any such amendment, subject to acceleration of the Maturity Date, and the Outstanding Balance of the Acquisition Loan shall be due and payable in full on the last day of the Initial Term and (ii) if an Event of Default shall have occurred and be continuing at the end of the Initial Term or a Renewal Term, as the case may be, this Agreement will not automatically be extended without the prior written consent of the Required LendersLender. The Borrowers Borrower shall pay to the Agent, Lender on the first day of each Renewal Term, (i) Term a fee equal to 0.50% of the Revolving Commitment then in effect for the account of the Revolving Lender and (ii) a fee equal to 0.50% of any amount of the Acquisition Loan then in effect for the account of the Acquisition Lendereffect. (b) The obligations of the Lenders Lender under this Agreement shall continue in full force and effect from the Initial Funding Date date hereof until the Maturity Date. Upon the termination of the Revolving Commitment and the Acquisition Commitment and the payment in full of all Lender Debt, the Agent Lender shall take all actions and deliver all assignments, certificates, releases, notices and other documents, at the Borrowers’ Borrower's expense, as the Borrower Representative may reasonably request to effect such termination. (c) The Borrower may terminate this Agreement at any time prior to the Maturity Date upon (i) lapse of not less than thirty days' prior Written Notice (which shall be irrevocable) to the Lender of default of the commitment by the Lender pursuant to Article I hereof to make Revolving Advances and (ii) payment in full of all Lender Debt, including all applicable fees, charges, premiums and costs, all as provided hereunder, and in such occurrence of clauses (i) and (ii) the commitment hereunder shall be deemed to be terminated. (d) If the Loans are reduced or Revolving Commitment is terminated or the Loans become Revolving Loan becomes due and payable prior to the scheduled end of the Initial Term or Renewal Term (including by reason of an Event of Default), ) the Borrowers Borrower shall pay to the Agent for the account of the Lenders Lender the Early Termination Fee; provided however that if the Lender refuses a request by the Borrower to increase the Revolving Commitment pursuant to Section 1.02(d) hereof and (i) within 105 days of the date the Borrower receives written notice of the Lender's refusal, the Borrower, the Providers or the Parent consummate a financing arrangement with another lender or lenders (the "ALTERNATIVE FINANCING") and (ii) the commitments of the lending parties under the Alternative Financing is equal to or greater than the Revolving Commitment requested by the Borrower and all such commitments are effective immediately upon the consummation of the Alternative Financing, no Early Termination Fee shall be payable. (de) The termination of this Agreement shall not affect any rights of the Agent or Lenders Lender or any obligations of the Borrower Representative or any Borrower arising on or prior to the effective date of such termination, and the Borrowers’ duties and obligations hereunder provisions hereof shall continue to be fully operative until all Lender Debt incurred on or prior to such termination has been paid and performed in full. (ef) Upon the giving of notice of a Default or an Event of Default under this Agreement, unless otherwise expressly stated in such notice, all Lender Debt shall become immediately be due and payable and on the date of the Event of Default specified in such notice. Upon the (i) the termination of all commitments and obligations of the Lenders Lender, and (ii) the indefeasible payment in full of all Lender Debt, the Lender shall, at the Borrower's request and sole cost and expense, execute and deliver to the Borrower such documents as the Borrower shall be terminatedreasonably request to evidence such termination. (fg) The Liens and rights granted to the Agent for the benefit of the Lenders Lender hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of the Lender Debt has been indefeasibly paid in full in cash. Upon the (i) the termination of all commitments and obligations of the Lenders, and (ii) the indefeasible payment in full of all Lender Debt in cash, the Agent shall, at the Borrowers’ sole cost and expense, execute and deliver such documents as the Borrower Representative shall reasonably request to evidence such termination. (gh) All indemnities representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof unless otherwise provided. (hi) Notwithstanding the foregoing, if after receipt of any payment of all or any part of the Lender Debt, any the Lender is for any reason compelled to surrender such payment to any Person or entity because such payment is determined to be void or voidable as a preference, an impermissible setoff, a diversion of trust funds or for any other reason, this Agreement shall continue in full force (except that each of the Revolving Commitment and of the Acquisition Commitment Lender shall have been terminated), and the Borrowers Borrower shall be liable to, and shall indemnify and hold the Lenders Lender harmless for the amount of such payment surrendered until the Lenders Lender shall have been finally and irrevocably paid in full. The provisions of the foregoing sentence shall be and remain effective notwithstanding any contrary action which may have been taken by the Lenders Lender in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lenders’ Lender's rights under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable.

Term and Termination; Early Termination Fee. (a) This Agreement shall have an initial term commencing on the Initial Funding Closing Date and expiring on December 31October 21, 2009 2004 (the “"Initial Term”"). Thereafter, the term of this Agreement shall be automatically extended for annual successive terms (each, a “"Renewal Term”") commencing on the first day following the Initial Term or a Renewal Term, as the case may be, and expiring on the date twelve Months months thereafter, unless the Required Lenders Lender or the Borrower Representative provides Written Notice not less than 120 60 days prior to the expiration of the Initial Term or a Renewal Term, as the case may be, that such Person does not intend to extend the term of this Agreement; provided, however, that (i) the Acquisition Loan shall not be subject to any such extension except by written amendment to this Agreement executed by the Acquisition Lender and absent any such amendment, subject to acceleration of the Maturity Date, and the Outstanding Balance of the Acquisition Loan shall be due and payable in full on the last day of the Initial Term and (ii) if an Event of Default shall have occurred and be continuing at the end of the Initial Term or a Renewal Term, as the case may be, this Agreement will not automatically be extended without the prior written consent of the Required LendersLender. The Borrowers Borrower shall pay to the Agent, Lender on the first day of each Renewal Term, (i) Term a fee equal to 0.500.25% of the Revolving Commitment then in effect for the account of the Revolving Lender and (ii) a fee equal to 0.50% of any amount of the Acquisition Loan then in effect for the account of the Acquisition Lendereffect. (b) The obligations of the Lenders Lender under this Agreement shall continue in full force and effect from the Initial Funding Closing Date until the Maturity Date. Upon the termination of the Revolving Commitment and the Acquisition Commitment and the payment in full of all Lender Debt, the Agent Lender shall take all actions and deliver all assignments, certificates, releases, notices and other documents, at the Borrowers’ Borrowers expense, as the Borrower Authorized Representative may reasonably request to effect such termination. (c) If the Loans are reduced or terminated or the Loans become due and payable The Borrowers may terminate this Agreement at any time prior to the scheduled end Maturity Date upon payment in full of all Lender Debt, including all applicable fees, charges, premiums and costs, all as provided hereunder, and in the Initial Term or Renewal Term event of such occurrence, the Revolving Commitment shall be deemed to be terminated. (including by d) Upon the termination of this Agreement for any reason of an Event of Default)prior to the Scheduled Maturity Date, the Borrowers shall pay to the Agent for the account of the Lenders Lender the Early Termination FeeFee on the Revolving Commitment then in effect (or in effect immediately prior to the termination of the Revolving Commitment as the result of the occurrence of the Maturity Date). (de) The termination of this Agreement shall not affect any rights of the Agent or Lenders Lender or any obligations of the Borrower Representative or any Borrower Borrowers arising on or prior to the effective date of such termination, and the Borrowers’ duties and obligations hereunder provisions hereof shall continue to be fully operative until all Lender Debt incurred on or prior to such termination has been paid and performed in full. (ef) Upon All Lender Debt shall be due and payable immediately upon the giving of notice Written Notice to the Authorized Representative of a Default or acceleration by the Lender following the occurrence and during the continuance of an Event of Default under this Agreementin accordance with Section 4.02 hereof, unless otherwise expressly stated provided, however, that upon the occurrence of any Event of Default described in such noticeclause (h) or (k) of Exhibit V hereto, the Maturity Date shall be deemed to have occurred automatically and all Lender Debt shall automatically become immediately due and payable and all commitments and obligations without notice or demand of the Lenders shall be terminatedany kind. (fg) The Liens and rights granted to the Agent for the benefit of the Lenders Lender hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of the Lender Debt has been indefeasibly paid in full in cash. Upon the (i) the termination of all commitments and obligations of the LendersLender, and (ii) the indefeasible payment in full of all Lender Debt in cashDebt, the Agent Lender shall, at the Authorized Representative's request and the Borrowers’ ' sole cost and expense, execute and deliver such documents as the Borrower Authorized Representative shall reasonably request to evidence such termination. (gh) All indemnities representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof unless otherwise provided. (hi) Notwithstanding the foregoing, if after receipt of any payment of all or any part of the Lender Debt, any the Lender is for any reason compelled to surrender such payment to any Person or entity because such payment is determined to be void or voidable as a preference, an impermissible setoff, a diversion of trust funds or for any other reason, this Agreement shall continue in full force (except that each of the Revolving Commitment and of the Acquisition Commitment Lender shall have been terminated), and the Borrowers shall be liable to, and shall indemnify and hold the Lenders Lender harmless for the amount of such payment surrendered until the Lenders Lender shall have been finally and irrevocably paid in full. The provisions of the foregoing sentence shall be and remain effective notwithstanding any contrary action which may have been taken by the Lenders Lender in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lenders’ Lender's rights under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable.

Term and Termination; Early Termination Fee. (a) This Agreement shall have an initial term commencing on the Initial Funding Date and expiring on December 31January 28, 2009 2005 (the “"Initial Term”"). Thereafter, the term of this Agreement shall be automatically extended for annual successive terms (each, a “Renewal Term”) commencing on the first day following the Initial Term or a Renewal Term, as the case may be, and expiring on the date twelve Months thereafter, unless the Required Lenders or the Borrower Representative provides Written Notice not less than 120 days prior to the expiration of the Initial Term or a Renewal Term, as the case may be, that such Person does not intend to extend the term of this Agreement; provided, however, that (i) the Acquisition Loan shall not be subject to any such extension except by written amendment to this Agreement executed by the Acquisition Lender and absent any such amendment, subject to acceleration of the Maturity Date, and the Outstanding Balance of the Acquisition Loan shall be due and payable in full on the last day of the Initial Term and (ii) if an Event of Default shall have occurred and be continuing at the end of the Initial Term or a Renewal Term, as the case may be, this Agreement will not automatically be extended without the prior written consent of the Required Lenders. The Borrowers shall pay to the Agent, on the first day of each Renewal Term, (i) a fee equal to 0.50% of the Revolving Commitment then in effect for the account of the Revolving Lender and (ii) a fee equal to 0.50% of any amount of the Acquisition Loan then in effect for the account of the Acquisition Lender. (b) The obligations of the Lenders Lender under this Agreement shall continue in full force and effect from the Initial Funding Date date hereof until the Maturity Date. Upon the termination of the Revolving Commitment and the Acquisition Commitment and the payment in full of all Lender Debt, the Agent Lender shall take all actions and deliver all assignments, certificates, releases, notices and other documents, at the Borrowers’ Borrower's expense, as the Borrower Representative may reasonably request to effect such termination. (c) The Borrower may terminate this Agreement at any time prior to the Maturity Date upon payment in full of all Lender Debt, including all applicable fees, charges, premiums and costs, all as provided hereunder, and the termination of the Revolving Commitment hereunder. (d) If the Loans are Revolving Commitment is reduced or terminated or the Loans become Revolving Loan becomes due and payable prior to the scheduled end of the Initial Term or Renewal Term (including by reason of an Event of Default), the Borrowers Borrower shall pay to the Agent for the account of the Lenders Lender the Early Termination Fee. (de) The termination of this Agreement shall not affect any rights of the Agent or Lenders Lender or any obligations of the Borrower Representative or any Borrower arising on or prior to the effective date of such termination, and the Borrowers’ duties and obligations hereunder provisions hereof shall continue to be fully operative until all Lender Debt incurred on or prior to such termination has been paid and performed in full. (ef) Upon the giving of notice of a Default or an Event of Default under this Agreement, unless otherwise expressly stated in such notice, all Lender Debt shall become immediately be due and payable and on the date of the Event of Default. Upon the (i) the termination of all commitments and obligations of the Lenders Lender, and (ii) the indefeasible payment in full of all Lender Debt, the Lender shall, at the Borrower's request and sole cost and expense, execute and deliver to the Borrower such documents as the Borrower shall be terminatedreasonably request to evidence such termination. (fg) The Liens and rights granted to the Agent for the benefit of the Lenders Lender hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of the Lender Debt has been indefeasibly paid in full in cash. Upon the (i) the termination of all commitments and obligations of the Lenders, and (ii) the indefeasible payment in full of all Lender Debt in cash, the Agent shall, at the Borrowers’ sole cost and expense, execute and deliver such documents as the Borrower Representative shall reasonably request to evidence such termination. (gh) All indemnities representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof unless otherwise provided. (hi) Notwithstanding the foregoing, if after receipt of any payment of all or any part of the Lender Debt, any the Lender is for any reason compelled to surrender such payment to any Person or entity because such payment is determined to be void or voidable as a preference, an impermissible setoff, a diversion of trust funds or for any other reason, this Agreement shall continue in full force (except that each of the Revolving Commitment and the Acquisition Commitment shall have been terminated)in accordance with its terms, and the Borrowers Borrower shall be liable to, and shall indemnify and hold the Lenders Lender harmless for the amount of such payment surrendered until the Lenders Lender shall have been finally and irrevocably paid in full. The provisions of the foregoing sentence shall be and remain effective notwithstanding any contrary action which may have been taken by the Lenders Lender in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lenders’ Lender's rights under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable.

Term and Termination; Early Termination Fee. (a) This Agreement shall have an initial term commencing on the Initial Funding Date and expiring on December 31, 2009 the Scheduled Maturity Date (the “"Initial Term”"). Thereafter, the term of this Agreement shall be automatically extended for annual successive terms (each, each a “"Renewal Term”") commencing on the first last day following of the Initial Term or a Renewal Term, as the case may be, and expiring on the date twelve (12) Months thereafter, unless the Required Lenders Agent or the Borrower Representative Borrowers provides Written Notice not less than 120 forty-five (45) days prior to the expiration of the Initial Term or a Renewal Term, as the case may be, that such Person does not intend to extend the term of this Agreement; provided, however, that (i) the Acquisition Loan shall not be subject to any such extension except by written amendment to this Agreement executed by the Acquisition Lender and absent any such amendment, subject to acceleration of the Maturity Date, and the Outstanding Balance of the Acquisition Loan shall be due and payable in full on the last day of the Initial Term and (ii) if an Event of Default shall have occurred and be continuing at the end of the Initial Term or a Renewal Term, as the case may be, this Agreement will not automatically be extended without the prior written consent of the Required LendersAgent. The Borrowers shall pay to the Agent, Agent on the first day of each Renewal Term, (i) Term a fee equal to 0.50% of the Revolving Commitment then in effect for the account of the Revolving Lender and (ii) a fee equal to 0.50% of any amount of the Acquisition Loan then in effect for the account of the Acquisition Lendereffect. (b) The obligations of the Lenders Borrowers under this Agreement shall continue in full force and effect from the Initial Funding Date date hereof until the Maturity Date. Upon the termination of the Revolving Commitment and the Acquisition Commitment and the payment in full of all Lender Debt, the Agent Lenders shall take all actions and deliver all assignments, certificates, releases, notices and other documents, at the Borrowers’ Borrower's expense, as the Borrower Authorize Representative may reasonably request to effect such termination. (c) The Borrowers may terminate this Agreement at any time prior to the Maturity Date upon lapse of not less than 45 days' prior Written Notice (which shall be irrevocable) to the Agent of the Borrowers' intention to make payment in full, and the payment in full by the Borrowers of all Lender Debt, including all applicable fees, charges, premiums and costs, all as provided hereunder, and in such occurrence, the commitment hereunder shall be deemed to be terminated. (d) If the Loans are reduced or Revolving Commitment is terminated or the Loans become Revolving Loan becomes due and payable prior to the scheduled end of the Initial Term or Renewal Term (including by reason of an Event of Default), ) the Borrowers shall pay to the Agent for the account of the Lenders the Early Termination Fee. (de) The termination of this Agreement shall not affect any rights of the Agent or and the Lenders or any obligations of the Borrower Representative or any Borrower Borrowers arising on or prior to the effective date of such termination, and the Borrowers’ duties and obligations hereunder provisions hereof shall continue to be fully operative until all Lender Debt incurred on or prior to such termination has been paid and performed in full. (ef) Upon the giving of notice of a Default or an Event of Default under this Agreement, unless otherwise expressly stated in such notice, all Lender Debt shall become immediately be due and payable and on the date of the Event of Default specified in such notice. Upon the (i) the termination of all commitments and obligations of the Agent and the Lenders, and (ii) the indefeasible payment in full of all Lender Debt, the Lenders shall, at the Borrower's request and sole cost and expense, execute and deliver to the Borrower Representative such documents as the Borrower Representative shall be terminatedreasonably request to evidence such termination. (fg) The Liens and rights granted to the Agent for the benefit of the Lenders hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of the Lender Debt has been indefeasibly paid in full in cash. Upon the (i) the termination of all commitments and obligations of the Lenders, and (ii) the indefeasible payment in full of all Lender Debt in cash, the Agent shall, at the Borrowers’ sole cost and expense, execute and deliver such documents as the Borrower Representative shall reasonably request to evidence such termination. (gh) All indemnities representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof unless otherwise provided. (hi) Notwithstanding the foregoing, if after receipt of any payment of all or any part of the Lender Debt, any Lender is for any reason compelled to surrender such payment to any Person or entity because such payment is determined to be void or voidable as a preference, an impermissible setoff, a diversion of trust funds or for any other reason, this Agreement shall continue in full force (except that each the Commitment of the Revolving Commitment and the Acquisition Commitment Lenders shall have been terminated), and the Borrowers shall be liable to, and shall indemnify and hold the Lenders harmless for the amount of such payment surrendered until the Lenders shall have been finally and irrevocably paid in full. The provisions of the foregoing sentence shall be and remain effective notwithstanding any contrary action which may have been taken by the Lenders in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lenders’ ' or the Agent's rights under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable.

Term and Termination; Early Termination Fee. (a) This Agreement shall have an initial term commencing commence on the Initial Funding Date and expiring expire on December 31October 24, 2009 (the “Initial Term”). Thereafter, the term of this Agreement shall be automatically extended for annual successive terms (each, a “Renewal Term”) commencing on the first day following the Initial Term or a Renewal Term, as the case may be, and expiring on the date twelve Months thereafter, unless the Required Lenders or the Borrower Representative provides Written Notice not less than 120 days prior to the expiration of the Initial Term or a Renewal Term, as the case may be, that such Person does not intend to extend the term of this Agreement; provided, however, that (i) the Acquisition Loan shall not be subject to any such extension except by written amendment to this Agreement executed by the Acquisition Lender and absent any such amendment, subject to acceleration of the Maturity Date, and the Outstanding Balance of the Acquisition Loan shall be due and payable in full on the last day of the Initial Term and (ii) if an Event of Default shall have occurred and be continuing at the end of the Initial Term or a Renewal Term, as the case may be, this Agreement will not automatically be extended without the prior written consent of the Required Lenders. The Borrowers shall pay to the Agent, on the first day of each Renewal Term, (i) a fee equal to 0.50% of the Revolving Commitment then in effect for the account of the Revolving Lender and (ii) a fee equal to 0.50% of any amount of the Acquisition Loan then in effect for the account of the Acquisition Lender2005. (ba) The obligations of the Lenders under this Agreement shall continue in full force and effect from the Initial Funding Date date hereof until the Maturity Date. Upon . (b) The Borrower may terminate this Agreement at any time prior to the termination of the Revolving Commitment and the Acquisition Commitment and the Maturity Date upon payment in full of all Lender Debt, including all accrued interest, applicable fees, charges, premiums and costs with respect thereto, all as provided hereunder, and the Agent shall take all actions and deliver all assignments, certificates, releases, notices and other documents, at termination of the Borrowers’ expense, as the Borrower Representative may reasonably request to effect such terminationRevolving Commitment hereunder. (c) If the Loans are Revolving Commitment is reduced or terminated or the Loans become Revolving Loan becomes due and payable prior to the scheduled end of the Initial Term or Renewal Term October 24, 2003 (including by reason of an Event of Default), the Borrowers Borrower shall pay to the Agent Program Manager, for the account of the Lenders Lenders, the Early Termination Fee. (d) The termination of this Agreement shall not affect any rights of the Program Manager, the Collateral Agent or Lenders any Lender or any obligations of the Borrower Representative or any Borrower arising on or prior to the effective date of such termination, and the Borrowers’ duties and obligations hereunder provisions hereof shall continue to be fully operative until all Lender Debt incurred on or prior to such termination has been paid and performed in full. (e) Upon the giving of notice of a Default or an Event of Default under this Agreement, unless otherwise expressly stated in such notice, all Lender Debt shall become immediately be due and payable and all commitments and obligations on the date of Default or the Lenders shall be terminatedEvent of Default specified in such notice. (f) The Liens and rights granted to the Agent for the benefit of the Lenders Lender hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of the Lender Debt has been indefeasibly paid in full in cash. Upon the (i) the termination of all commitments and obligations of the Lenders, and (ii) the indefeasible payment in full of all Lender Debt in cashDebt, the Collateral Agent shalland the Program Manager shall take all actions and deliver all assignments, certificates, releases, notices and other documents, at the Borrowers’ sole cost and Borrower's expense, execute and deliver such documents as the Borrower Representative shall may reasonably request to evidence such termination. (g) All indemnities indemnities, representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof unless otherwise provided. (h) Notwithstanding the foregoing, if after receipt of any payment of all or any part of the Lender Debt, any Lender is for any reason compelled to surrender such payment to any Person or entity because such payment is determined to be void or voidable as a preference, an impermissible setoff, a diversion of trust funds or for any other reason, this Agreement shall continue in full force (except that each the Revolving Commitments of the Revolving Commitment and the Acquisition Commitment Lenders shall have been terminated), and the Borrowers Borrower shall be liable to, and shall indemnify and hold the Lenders each such Lender harmless for the amount of such payment surrendered until the such Lender or Lenders shall have been finally and irrevocably paid in full. The provisions of the foregoing sentence shall be and remain effective notwithstanding any contrary action which may have been taken by the Lenders any Lender in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lenders’ any Lender's rights under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable.