Common use of Termination of Revolving Credit Facility Clause in Contracts

Termination of Revolving Credit Facility. (a) The Borrowers may terminate the Revolving Commitments upon at least twenty (20) days prior written notice thereof to the Agents and the Lenders, upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, and the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Collateral Agent in the Revolving Agent's discretion, of a Supporting Letter of Credit or cash deposit, in each case in amounts and in the manner required by Section 2.3(i)), (ii) the payment in full of all reimbursable expenses and other Revolving Obligations together with accrued and unpaid interest thereon, and (iii) the payment in full of any amount due under Section 4.10. The aggregate amount of the Revolving Commitment Amount shall not be reduced except in connection with termination of the Revolving Commitments. (b) The Revolving Commitments will terminate on the Revolving Facility Termination Date unless sooner terminated in accordance with the terms hereof. The term of this Agreement will end on the Termination Date unless sooner terminated in accordance with the terms hereof. The Collateral Agent, without notice to the Credit Parties may terminate this Agreement (i) with respect to the Revolving Obligations, upon direction from the Revolving Agent (acting upon the instruction of the Required Revolving Lenders) during the existence of a Designated Event of Default or (ii) with respect to the Total Obligations, upon direction from the Term Agent (acting upon the instruction of the Required Term Lenders) during the existence of an Event of Default. Upon the effective date of termination of this Agreement for any reason whatsoever, the Total Obligations (including all unpaid principal, accrued and unpaid interest, and any early termination or prepayment fees, but excluding indemnification obligations to the extent no claim with respect thereto has been asserted and remains unsatisfied) shall become immediately due and payable and the Borrowers shall immediately arrange for the cancellation and return of all Letters of Credit then outstanding or, if permitted by the Revolving Agent in its discretion, presentation to the Collateral Agent of a Supporting Letter of Credit or cash collateral as specified in Section 2.3(i). Notwithstanding the termination of this Agreement, until the Total Obligations are indefeasibly paid and performed in full in cash and all outstanding Letters of Credit have been delivered to the Collateral Agent or a Supporting Letter of Credit or cash collateral delivered to the Collateral Agent as provided by Section 2.3(i), the Credit Parties shall remain bound by the terms of this Agreement and the other Credit Documents, as applicable, and shall not be relieved of any of their obligations hereunder or under any other Credit Document, and the Agents and the Lenders shall retain all of their rights and remedies hereunder and under the other Credit Documents (including, without limitation, the Liens granted to the Collateral Agent under the Credit Documents in, and all rights and remedies with respect to, all then existing and after-arising Collateral); provided that after Discharge of the Revolving Obligations, the Revolving Lenders and the Revolving Agent shall cease to have any rights or Liens hereunder or under any other Credit Documents other than such rights which by their terms survive Discharge of the Revolving Obligations; provided, further, that on the date of Discharge of the Revolving Obligations all rights, duties, and obligations of the Revolving Agent shall vest in the Term Agent on such date and shall continue for the benefit of the Term Agent thereafter.

Termination of Revolving Credit Facility. The Revolving Credit Facility shall terminate on the earliest of (a) The Borrowers June 11, 2002, (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5(a), and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a); provided, that the Borrower may terminate request on an annual basis a 364-day extension of the Revolving Commitments upon at least twenty date set forth in clause (20a) above by providing the Administrative Agent and each of the Lenders with a written request for such extension not more than sixty (60) days and not fewer than fifty (50) days prior to the then existing Revolving Credit Termination Date; provided further that each such extension shall be subject to the satisfaction by the Borrower of each of the conditions set forth in Section 6.3 on the then existing Revolving Credit Termination Date. Each of the Lenders shall provide written notice thereof to the Agents Administrative Agent on or prior to the thirtieth (30th) day (the "Consent Date") before the then existing Revolving Credit Termination Date of its desire to extend (any such Lender, a "Consenting Lender") or not to so extend (any such Lender, a "Non-Consenting Lender") such date; provided further, that the Termination Date shall not in any event extend beyond June 13, 2004. No Lender shall be under any obligation or commitment to extend such date and no such obligation or commitment on the Lenderspart of any Lender shall be inferred from the provisions of this Section 2.6. Failure on the part of any Lender to respond to such request by the required date set forth above shall be deemed to be a denial by such Lender of such request and all Revolving Credit Loans of such Non-Consenting Lender shall be subject to the then existing Revolving Credit Termination Date. If Lenders holding Revolving Credit Commitment Percentages aggregating less than one hundred percent (100%) of the Revolving Credit Commitment consent to such extension, upon the Borrower may elect by written notice to the Administrative Agent and Lenders to (i) continue the payment Revolving Credit Facility for such additional period with a Revolving Credit Commitment equal to the then effective Revolving Credit Commitment less the total Revolving Credit Commitment of the Non-Consenting Lenders or (ii) require any such Non-Consenting Lender to transfer and assign without recourse (in full accordance with the provisions of Section 14.10) its Revolving Credit Commitment and other interests, rights and obligations under this Agreement to an Eligible Assignee (who consents thereto), which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Revolving Credit Loans of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. To the extent the Administrative Agent is a Consenting Lender, the Administrative Agent agrees to use reasonable efforts to assist the Borrower in the syndication of the total Revolving Credit Commitment of the Non-Consenting Lenders after such extension; provided that any such syndication is made on customary terms and the Administrative Agent is compensated for such services in an amount reasonably acceptable to it. The Administrative Agent shall provide a written list of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date (but in no event less than twenty-five (25) days prior to the existing Revolving Credit Termination Date). If (x) the sum of the outstanding principal amount of all Revolving Credit Loans plus the sum of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, and L/C Obligations on the cancellation and return of all outstanding Letters of Credit third (or alternatively, with respect to each such Letter of Credit, the furnishing 3rd) Business Day prior to the Collateral Agent in the existing Revolving Agent's discretion, of a Supporting Letter of Credit or cash deposit, in each case in amounts and in the manner required by Section 2.3(i)), Termination Date exceeds (iiy) the payment in full of all reimbursable expenses and other Revolving Obligations together with accrued and unpaid interest thereon, and (iii) the payment in full of any amount due under Section 4.10. The aggregate amount of the Revolving Commitment Amount shall not be reduced except in connection with termination Credit Commitments of the Consenting Lenders, each Issuing Bank may require, and the Borrower hereby agrees to so provide, cash collateral satisfactory to the Administrative Agent in an amount equal to such excess not later than three (3) Business Days prior to the existing Revolving Commitments. (b) The Revolving Commitments will terminate on the Revolving Facility Credit Termination Date unless sooner terminated to be deposited in a cash collateral account and applied in accordance with Section 12.2(b). To the terms hereof. The term extent that the Borrower fails to timely provide such cash collateral, the Administrative Agent shall so notify each L/C Participant whereupon each L/C Participant shall pay an amount in Dollars equal to such L/C Participant's Revolving Credit Commitment Percentage of this Agreement will end the amount of the payment required to be paid by the Borrower, such payment by the L/C Participants to be made by the making of a Base Rate Loan in Dollars pursuant to Section 3.5(c) below on or prior to the existing Revolving Credit Termination Date unless sooner terminated and the proceeds of such Base Rate Loans shall be deposited in a cash collateral account and applied in accordance with Section 12.2(b). If the terms hereof. The Collateral Agentextension is granted, without notice upon the then existing date set forth in clause (a) of this Section 2.6, such date shall be extended to the Credit Parties may terminate this Agreement (i) with respect to the Revolving Obligations, upon direction date which is 364 days from the Revolving Agent (acting upon the instruction of the Required Revolving Lenders) during the existence of a Designated Event of Default or (ii) with respect to the Total Obligations, upon direction from the Term Agent (acting upon the instruction of the Required Term Lenders) during the existence of an Event of Default. Upon the effective then current date of termination of this Agreement for any reason whatsoever, the Total Obligations (including all unpaid principal, accrued and unpaid interest, and any early termination or prepayment fees, but excluding indemnification obligations to the extent no claim with respect thereto has been asserted and remains unsatisfied) shall become immediately due and payable and the Borrowers shall immediately arrange for the cancellation and return of all Letters of Credit then outstanding or, if permitted by the Revolving Agent in its discretion, presentation to the Collateral Agent of a Supporting Letter of Credit or cash collateral as specified in Section 2.3(i). Notwithstanding the termination of this Agreement, until the Total Obligations are indefeasibly paid and performed in full in cash and all outstanding Letters of Credit have been delivered to the Collateral Agent or a Supporting Letter of Credit or cash collateral delivered to the Collateral Agent as provided by Section 2.3(i), the Credit Parties shall remain bound by the terms of this Agreement and the other Credit Documents, as applicable, and shall not be relieved of any of their obligations hereunder or under any other Credit Document, and the Agents and the Lenders shall retain all of their rights and remedies hereunder and under the other Credit Documents (including, without limitation, the Liens granted to the Collateral Agent under the Credit Documents in, and all rights and remedies with respect to, all then existing and after-arising Collateral); provided that after Discharge of the Revolving Obligations, the Revolving Lenders and the Revolving Agent shall cease to have any rights or Liens hereunder or under any other Credit Documents other than such rights which by their terms survive Discharge of the Revolving Obligations; provided, further, that on the date of Discharge of the Revolving Obligations all rights, duties, and obligations of the Revolving Agent shall vest in the Term Agent on such date and shall continue for the benefit of the Term Agent thereafterset forth therein.

Termination of Revolving Credit Facility. The Revolving Credit Facility shall terminate on the earliest of (a) The Borrowers June 10, 2003, (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5(a), and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a); provided, that the Borrower may terminate request on an annual basis a 364-day extension of the Revolving Commitments upon at least twenty date set forth in clause (20a) above by providing the Administrative Agent and each of the Lenders with a written request for such extension not more than sixty (60) days and not fewer than fifty (50) days prior to the then existing Revolving Credit Termination Date; provided further that each such extension shall be subject to the satisfaction by the Borrower of each of the conditions set forth in Section 6.3 on the then existing Revolving Credit Termination Date. Each of the Lenders shall provide written notice thereof to the Agents Administrative Agent on or prior to the thirtieth (30th) day (the "Consent Date") before the then existing Revolving Credit Termination Date of its desire to extend (any such Lender, a "Consenting Lender") or not to so extend (any such Lender, a "Non-Consenting Lender") such date; provided further, that the Termination Date shall not in any event extend beyond June 15, 2004. No Lender shall be under any obligation or commitment to extend such date and no such obligation or commitment on the Lenderspart of any Lender shall be inferred from the provisions of this Section 2.6. Failure on the part of any Lender to respond to such request by the required date set forth above shall be deemed to be a denial by such Lender of such request and all Revolving Credit Loans of such Non-Consenting Lender shall be subject to the then existing Revolving Credit Termination Date. If Lenders holding Revolving Credit Commitment Percentages aggregating less than one hundred percent (100%) of the Revolving Credit Commitment consent to such extension, upon the Borrower may elect by written notice to the Administrative Agent and Lenders to (i) continue the payment Revolving Credit Facility for such additional period with a Revolving Credit Commitment equal to the then effective Revolving Credit Commitment less the total Revolving Credit Commitment of the Non-Consenting Lenders or (ii) require any such Non-Consenting Lender to transfer and assign without recourse (in full accordance with the provisions of Section 14.10) its Revolving Credit Commitment and other interests, rights and obligations under this Agreement to an Eligible Assignee (who consents thereto), which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Revolving Credit Loans of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. To the extent the Administrative Agent is a Consenting Lender, the Administrative Agent agrees to use reasonable efforts to assist the Borrower in the syndication of the total Revolving Credit Commitment of the Non-Consenting Lenders after such extension; provided that any such syndication is made on customary terms and the Administrative Agent is compensated for such services in an amount reasonably acceptable to it. The Administrative Agent shall provide a written list of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date (but in no event less than twenty-five (25) days prior to the existing Revolving Credit Termination Date). If (x) the sum of the outstanding principal amount of all Revolving Credit Loans plus the sum of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, and L/C Obligations on the cancellation and return of all outstanding Letters of Credit third (or alternatively, with respect to each such Letter of Credit, the furnishing 3rd) Business Day prior to the Collateral Agent in the existing Revolving Agent's discretion, of a Supporting Letter of Credit or cash deposit, in each case in amounts and in the manner required by Section 2.3(i)), Termination Date exceeds (iiy) the payment in full of all reimbursable expenses and other Revolving Obligations together with accrued and unpaid interest thereon, and (iii) the payment in full of any amount due under Section 4.10. The aggregate amount of the Revolving Commitment Amount shall not be reduced except in connection with termination Credit Commitments of the Consenting Lenders, each Issuing Bank may require, and the Borrower hereby agrees to so provide, cash collateral satisfactory to the Administrative Agent in an amount equal to such excess not later than three (3) Business Days prior to the existing Revolving Commitments. (b) The Revolving Commitments will terminate on the Revolving Facility Credit Termination Date unless sooner terminated to be deposited in a cash collateral account and applied in accordance with Section 12.2(b). To the terms hereof. The term extent that the Borrower fails to timely provide such cash collateral, the Administrative Agent shall so notify each L/C Participant whereupon each L/C Participant shall pay an amount in Dollars equal to such L/C Participant's Revolving Credit Commitment Percentage of this Agreement will end the amount of the payment required to be paid by the Borrower, such payment by the L/C Participants to be made by the making of a Base Rate Loan in Dollars pursuant to Section 3.5(c) below on or prior to the existing Revolving Credit Termination Date unless sooner terminated and the proceeds of such Base Rate Loans shall be deposited in a cash collateral account and applied in accordance with Section 12.2(b). If the terms hereof. The Collateral Agentextension is granted, without notice upon the then existing date set forth in clause (a) of this Section 2.6, such date shall be extended to the Credit Parties may terminate this Agreement (i) with respect to the Revolving Obligations, upon direction date which is 364 days from the Revolving Agent (acting upon the instruction of the Required Revolving Lenders) during the existence of a Designated Event of Default or (ii) with respect to the Total Obligations, upon direction from the Term Agent (acting upon the instruction of the Required Term Lenders) during the existence of an Event of Default. Upon the effective then current date of termination of this Agreement for any reason whatsoever, the Total Obligations (including all unpaid principal, accrued and unpaid interest, and any early termination or prepayment fees, but excluding indemnification obligations to the extent no claim with respect thereto has been asserted and remains unsatisfied) shall become immediately due and payable and the Borrowers shall immediately arrange for the cancellation and return of all Letters of Credit then outstanding or, if permitted by the Revolving Agent in its discretion, presentation to the Collateral Agent of a Supporting Letter of Credit or cash collateral as specified in Section 2.3(i). Notwithstanding the termination of this Agreement, until the Total Obligations are indefeasibly paid and performed in full in cash and all outstanding Letters of Credit have been delivered to the Collateral Agent or a Supporting Letter of Credit or cash collateral delivered to the Collateral Agent as provided by Section 2.3(i), the Credit Parties shall remain bound by the terms of this Agreement and the other Credit Documents, as applicable, and shall not be relieved of any of their obligations hereunder or under any other Credit Document, and the Agents and the Lenders shall retain all of their rights and remedies hereunder and under the other Credit Documents (including, without limitation, the Liens granted to the Collateral Agent under the Credit Documents in, and all rights and remedies with respect to, all then existing and after-arising Collateral); provided that after Discharge of the Revolving Obligations, the Revolving Lenders and the Revolving Agent shall cease to have any rights or Liens hereunder or under any other Credit Documents other than such rights which by their terms survive Discharge of the Revolving Obligations; provided, further, that on the date of Discharge of the Revolving Obligations all rights, duties, and obligations of the Revolving Agent shall vest in the Term Agent on such date and shall continue for the benefit of the Term Agent thereafterset forth therein.

Termination of Revolving Credit Facility. The Revolving Credit Facility shall terminate on the earliest of (a) The Borrowers June 12, 2001, (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5(a), and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a); provided, that the Borrower may terminate request on an annual basis a 364-day extension of the Revolving Commitments upon at least twenty date set forth in clause (20a) above by providing the Administrative Agent and each of the Lenders with a written request for such extension not more than sixty (60) days and not fewer than fifty (50) days prior to the then existing Revolving Credit Termination Date; provided further that each such extension shall be subject to the satisfaction by the Borrower of each of the conditions set forth in Section 6.3 on the then existing Revolving Credit Termination Date. Each of the Lenders shall provide written notice thereof to the Agents Administrative Agent on or prior to the thirtieth (30th) day (the "Consent Date") before the then existing Revolving Credit Termination Date of its desire to extend (any such Lender, a "Consenting Lender") or not to so extend (any such Lender, a "Non-Consenting Lender") such date; provided further, that the Termination Date shall not in any event extend beyond June 13, 2004. No Lender shall be under any obligation or commitment to extend such date and no such obligation or commitment on the Lenderspart of any Lender shall be inferred from the provisions of this Section 2.6. Failure on the part of any Lender to respond to such request by the required date set forth above shall be deemed to be a denial by such Lender of such request and all Revolving Credit Loans of such Non-Consenting Lender shall be subject to the then existing Revolving Credit Termination Date. If Lenders holding Revolving Credit Commitment Percentages aggregating less than one hundred percent (100%) of the Revolving Credit Commitment consent to such extension, upon the Borrower may elect by written notice to the Administrative Agent and Lenders to (i) continue the payment Revolving Credit Facility for such additional period with a Revolving Credit Commitment equal to the then effective Revolving Credit Commitment less the total Revolving Credit Commitment of the Non-Consenting Lenders or (ii) require any such Non-Consenting Lender to transfer and assign without recourse (in full accordance with the provisions of Section 14.10) its Revolving Credit Commitment and other interests, rights and obligations under this Agreement to an Eligible Assignee (who consents thereto), which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Revolving Credit Loans of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. To the extent the Administrative Agent is a Consenting Lender, the Administrative Agent agrees to use reasonable efforts to assist the Borrower in the syndication of the total Revolving Credit Commitment of the Non-Consenting Lenders after such extension; provided that any such syndication is made on customary terms and the Administrative Agent is compensated for such services in an amount reasonably acceptable to it. The Administrative Agent shall provide a written list of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date (but in no event less than twenty-five (25) days prior to the existing Revolving Credit Termination Date). If (x) the sum of the outstanding principal amount of all Revolving Credit Loans plus the sum of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, and L/C Obligations on the cancellation and return of all outstanding Letters of Credit third (or alternatively, with respect to each such Letter of Credit, the furnishing 3 rd ) Business Day prior to the Collateral Agent in the existing Revolving Agent's discretion, of a Supporting Letter of Credit or cash deposit, in each case in amounts and in the manner required by Section 2.3(i)), Termination Date exceeds (iiy) the payment in full of all reimbursable expenses and other Revolving Obligations together with accrued and unpaid interest thereon, and (iii) the payment in full of any amount due under Section 4.10. The aggregate amount of the Revolving Commitment Amount shall not be reduced except in connection with termination Credit Commitments of the Consenting Lenders, each Issuing Bank may require, and the Borrower hereby agrees to so provide, cash collateral satisfactory to the Administrative Agent in an amount equal to such 15 <PAGE> 16excess not later than three (3) Business Days prior to the existing Revolving Commitments. (b) The Revolving Commitments will terminate on the Revolving Facility Credit Termination Date unless sooner terminated to be deposited in a cash collateral account and applied in accordance with Section 12.2(b). To the terms hereof. The term extent that the Borrower fails to timely provide such cash collateral, the Administrative Agent shall so notify each L/C Participant whereupon each L/C Participant shall pay an amount in Dollars equal to such L/C Participant's Revolving Credit Commitment Percentage of this Agreement will end the amount of the payment required to be paid by the Borrower, such payment by the L/C Participants to be made by the making of a Base Rate Loan in Dollars pursuant to Section 3.5(c) below on or prior to the existing Revolving Credit Termination Date unless sooner terminated and the proceeds of such Base Rate Loans shall be deposited in a cash collateral account and applied in accordance with Section 12.2(b). If the terms hereof. The Collateral Agentextension is granted, without notice upon the then existing date set forth in clause (a) of this Section 2.6, such date shall be extended to the Credit Parties may terminate this Agreement (i) with respect to the Revolving Obligations, upon direction date which is 364 days from the Revolving Agent (acting upon the instruction of the Required Revolving Lenders) during the existence of a Designated Event of Default or (ii) with respect to the Total Obligations, upon direction from the Term Agent (acting upon the instruction of the Required Term Lenders) during the existence of an Event of Defaultthen current date set forth therein. Upon the effective date of termination of this Agreement for any reason whatsoever, the Total Obligations (including all unpaid principal, accrued and unpaid interest, and any early termination or prepayment fees, but excluding indemnification obligations to the extent no claim with respect thereto has been asserted and remains unsatisfied) shall become immediately due and payable and the Borrowers shall immediately arrange for the cancellation and return of all Letters of Credit then outstanding or, if permitted by the Revolving Agent in its discretion, presentation to the Collateral Agent of a Supporting Letter of Credit or cash collateral as specified in Section 2.3(i). Notwithstanding the termination of this Agreement, until the Total Obligations are indefeasibly paid and performed in full in cash and all outstanding Letters of Credit have been delivered to the Collateral Agent or a Supporting Letter of Credit or cash collateral delivered to the Collateral Agent as provided by Section 2.3(i), the Credit Parties shall remain bound by the terms of this Agreement and the other Credit Documents, as applicable, and shall not be relieved of any of their obligations hereunder or under any other Credit Document, and the Agents and the Lenders shall retain all of their rights and remedies hereunder and under the other Credit Documents (including, without limitation, the Liens granted to the Collateral Agent under the Credit Documents in, and all rights and remedies with respect to, all then existing and after-arising Collateral); provided that after Discharge of the Revolving Obligations, the Revolving Lenders and the Revolving Agent shall cease to have any rights or Liens hereunder or under any other Credit Documents other than such rights which by their terms survive Discharge of the Revolving Obligations; provided, further, that on the date of Discharge of the Revolving Obligations all rights, duties, and obligations of the Revolving Agent shall vest in the Term Agent on such date and shall continue for the benefit of the Term Agent thereafter.ARTICLE III LETTER OF CREDIT FACILITY SECTION 3.1

Termination of Revolving Credit Facility. The Revolving Credit Facility shall terminate on the earliest of (a) The Borrowers October 1, 1999, (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5(a), and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a); provided, that the Borrower may terminate request on an annual basis a 364-day extension of the date set forth in clause (a) above by providing the Administrative Agent and each of the Lenders with a written request for such extension not more than ninety (90) days and not fewer than sixty (60) days prior to the then existing Revolving Credit Termination Date; provided further that each such extension shall be subject to the satisfaction by the Borrower of each of the conditions set forth in Section 6.3 on the then existing Revolving Credit Termination Date. Each of the Lenders shall provide written notice to the Administrative Agent on or prior to the thirtieth (30th) day (the "Consent Date") before the then existing Revolving Credit Termination Date of its desire to extend (any such Lender, a "Consenting Lender") or not to so extend (any such Lender, a "Non-Consenting Lender") such date; provided further, that the Termination Date shall not in any event extend beyond October 1, 2001. No Lender shall be under any obligation or commitment to extend such date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.6. Failure on the part of any Lender to respond to such request by the required date set forth above shall be deemed to be a denial by such Lender of such request and all Revolving Credit Loans of such Non-Consenting Lender shall be subject to the then existing Revolving Credit Termination Date. If Lenders holding Revolving Credit Commitment Percentages aggregating less than one hundred percent (100%) of the Revolving Commitments Credit Commitment consent to such extension, the Borrower may elect by written notice to the Administrative Agent and Lenders to (i) continue the Revolving Credit Facility for such additional period (with a Revolving Credit Commitment equal to the then effective Revolving Credit Commitment less the total Revolving Credit Commitment of the Non-Consenting Lenders) or (ii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.10) its Revolving Credit Commitment and other interests, rights and obligations under this Agreement to an Eligible Assignee (who consents thereto), which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at least the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Revolving Credit Loans of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. The Administrative Agent shall provide a written list of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date (but in no event less than twenty (20) days prior written notice thereof to the Agents and existing Revolving Credit Termination Date). If the Lendersextension is granted, upon the then existing date set forth in clause (ia) the payment in full of all outstanding Revolving Loansthis Section 2.6, together with accrued and unpaid interest thereon, and the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing date shall be extended to the Collateral Agent in the Revolving Agent's discretion, of a Supporting Letter of Credit or cash deposit, in each case in amounts and in the manner required by Section 2.3(i)), (ii) the payment in full of all reimbursable expenses and other Revolving Obligations together with accrued and unpaid interest thereon, and (iii) the payment in full of any amount due under Section 4.10. The aggregate amount of the Revolving Commitment Amount shall not be reduced except in connection with termination of the Revolving Commitments. (b) The Revolving Commitments will terminate on the Revolving Facility Termination Date unless sooner terminated in accordance with the terms hereof. The term of this Agreement will end on the Termination Date unless sooner terminated in accordance with the terms hereof. The Collateral Agent, without notice to the Credit Parties may terminate this Agreement (i) with respect to the Revolving Obligations, upon direction date which is 364 days from the Revolving Agent (acting upon the instruction of the Required Revolving Lenders) during the existence of a Designated Event of Default or (ii) with respect to the Total Obligations, upon direction from the Term Agent (acting upon the instruction of the Required Term Lenders) during the existence of an Event of Default. Upon the effective then current date of termination of this Agreement for any reason whatsoever, the Total Obligations (including all unpaid principal, accrued and unpaid interest, and any early termination or prepayment fees, but excluding indemnification obligations to the extent no claim with respect thereto has been asserted and remains unsatisfied) shall become immediately due and payable and the Borrowers shall immediately arrange for the cancellation and return of all Letters of Credit then outstanding or, if permitted by the Revolving Agent in its discretion, presentation to the Collateral Agent of a Supporting Letter of Credit or cash collateral as specified in Section 2.3(i). Notwithstanding the termination of this Agreement, until the Total Obligations are indefeasibly paid and performed in full in cash and all outstanding Letters of Credit have been delivered to the Collateral Agent or a Supporting Letter of Credit or cash collateral delivered to the Collateral Agent as provided by Section 2.3(i), the Credit Parties shall remain bound by the terms of this Agreement and the other Credit Documents, as applicable, and shall not be relieved of any of their obligations hereunder or under any other Credit Document, and the Agents and the Lenders shall retain all of their rights and remedies hereunder and under the other Credit Documents (including, without limitation, the Liens granted to the Collateral Agent under the Credit Documents in, and all rights and remedies with respect to, all then existing and after-arising Collateral); provided that after Discharge of the Revolving Obligations, the Revolving Lenders and the Revolving Agent shall cease to have any rights or Liens hereunder or under any other Credit Documents other than such rights which by their terms survive Discharge of the Revolving Obligations; provided, further, that on the date of Discharge of the Revolving Obligations all rights, duties, and obligations of the Revolving Agent shall vest in the Term Agent on such date and shall continue for the benefit of the Term Agent thereafterset forth therein.

Termination of Revolving Credit Facility. (aA) The Borrowers may terminate the Revolving Commitments upon Upon at least twenty thirty (2030) days prior written notice thereof to the Agents and the LendersLender, upon (i) the payment in full of all outstanding Revolving LoansBorrower may, together with accrued and unpaid interest thereonat its option, and the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Collateral Agent in terminate the Revolving Agent's discretionCredit Facility in its entirety; provided, of a Supporting Letter of Credit that any such termination or cash deposit, in each case in amounts reduction shall be irrevocable and in the manner required by Section 2.3(i)), Borrower shall be obligated to pay Lender an early termination fee equal to one percent (ii1.0%) the payment in full of all reimbursable expenses and other Revolving Obligations together with accrued and unpaid interest thereon, and (iii) the payment in full of any amount due under Section 4.10. The aggregate amount of the Revolving Credit Commitment Amount shall not be reduced except then in connection with effect if such termination occurs on or prior to the second anniversary of the Revolving CommitmentsClosing Date. (bB) The Revolving Commitments will Lender may terminate on the Revolving Credit Facility Termination Date unless sooner terminated in accordance with the terms hereof. The term of this Agreement will end on the Termination Date unless sooner terminated in accordance with the terms hereof. The Collateral Agent, at any time without notice to upon or after the Credit Parties may terminate this Agreement (i) with respect to the Revolving Obligations, upon direction from the Revolving Agent (acting upon the instruction of the Required Revolving Lenders) occurrence and during the existence of a Designated Event of Default or (ii) with respect to the Total Obligations, upon direction from the Term Agent (acting upon the instruction of the Required Term Lenders) during the existence continuation of an Event of Default. Upon . (C) Unless sooner terminated under paragraph (A) or (B) above, the effective date of termination of Revolving Credit Facility shall terminate on the Termination Date. (D) Except as otherwise expressly provided for in this Agreement for or the other Loan Documents, no termination or reduction of the Revolving Credit Facility shall in any reason whatsoeverway affect or impair the powers, the Total Obligations (including all unpaid principalobligations, accrued and unpaid interestduties, rights, and liabilities of Borrower or Lender in any early way relating to (i) any transaction or event occurring prior to such termination or prepayment feesreduction, but excluding indemnification obligations to or (ii) any of the extent no claim with respect thereto has been asserted and remains unsatisfied) shall become immediately due and payable and the Borrowers shall immediately arrange for the cancellation and return undertakings, agreements, covenants, warranties or representations of all Letters of Credit then outstanding or, if permitted by the Revolving Agent Borrower contained in its discretion, presentation to the Collateral Agent of a Supporting Letter of Credit or cash collateral as specified in Section 2.3(i). Notwithstanding the termination of this Agreement, until or any of the Total Obligations are indefeasibly paid other Loan Documents. All such undertakings, agreements, covenants, warranties and performed representations shall survive such termination or reduction and Lender shall retain its Liens in full in cash the Collateral, and all outstanding Letters of Credit have been delivered to the Collateral Agent or a Supporting Letter of Credit or cash collateral delivered to the Collateral Agent as provided by Section 2.3(i), the Credit Parties shall remain bound by the terms of its rights and remedies under this Agreement and the other Credit DocumentsLoan Documents notwithstanding such termination or reduction until Borrower has paid the Obligations to Lender, as applicablein full, and shall not be relieved of any of their obligations hereunder or under any other Credit Document, and the Agents and the Lenders shall retain all of their rights and remedies hereunder and under the other Credit Documents (including, without limitation, the Liens granted to the Collateral Agent under the Credit Documents in, and all rights and remedies with respect to, all then existing and after-arising Collateral); provided that after Discharge of the Revolving Obligations, the Revolving Lenders and the Revolving Agent shall cease to have any rights or Liens hereunder or under any other Credit Documents other than such rights which by their terms survive Discharge of the Revolving Obligations; provided, further, that on the date of Discharge of the Revolving Obligations all rights, duties, and obligations of the Revolving Agent shall vest in the Term Agent on such date and shall continue for the benefit of the Term Agent thereafterimmediately available funds.