Common use of Termination, Reduction and Extension of Commitments Clause in Contracts

Termination, Reduction and Extension of Commitments. (a) The Total Commitment shall be automatically terminated on the Termination Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial reduction of the Total Commitment shall be in a minimum principal amount of $5,000,000 or in whole multiples thereof, and no such termination or reduction shall be made which would, after giving effect to any prepayments of Revolving Credit Loans on such date reduce the Total Commitment to an amount less than the amount of the Total Exposure. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During the period beginning ninety days prior to the first and any subsequent anniversary of the Closing Date and ending on such anniversary, the Borrower may deliver to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).

Termination, Reduction and Extension of Commitments. (a) The Total Unless previously terminated, (i) the 2011 Revolving Commitment shall be automatically terminated terminate on the Termination Revolving Maturity Date applicable to 2011 Revolving Loans, (ii) the 2013 Revolving Commitment shall terminate on the Revolving Maturity Date applicable to 2013 Revolving Loans, (iii) the Tranche A-2 Commitment shall terminate immediately after the conversion of Tranche A Term Loans into Tranche A-2 Term Loans on the Second ARCA Effective Date and (iv) the Tranche B-2 Commitment shall terminate immediately after the conversion of Tranche B-1 Term Loans into Tranche B-2 Term Loans on the Second ARCA Effective Date; provided, that the foregoing shall not release any 2011 Revolving Lender from any obligation to fund 2011 Revolving Loans or to reimburse its Revolving Percentage of LC Disbursements that was required to be performed by such 2011 Revolving Lender on or prior to the Revolving Maturity Date applicable to the 2011 Revolving Loans. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the The Borrower may at any time in whole permanently time, without premium or penalty, terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments of any Class; provided that (i) each reduction of the Total Commitment Commitments of any Class shall be in a minimum principal an amount that is an integral multiple of $5,000,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or in whole multiples thereof, and no such termination or reduction shall be made which wouldreduce the Revolving Commitments to the extent, after giving effect to any prepayments concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Credit Loans on such date reduce Exposures would exceed the Total Commitment to an amount less than the amount of the Total Exposuretotal Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the consummation of an acquisition, sale or other similar transaction, or the receipt of proceeds from the incurrence or issuance of Indebtedness or Equity Interests or the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction in of the Total Commitment hereunder Commitments of any Class shall be made ratably among the Banks Lenders in accordance with their respective Commitment Percentages. The Borrower shall pay Commitments of such Class. (i) Each 2011 Revolving Lender may elect, in its sole discretion and subject to the Agent for the account consent of the relevant BanksBorrower, to extend the Revolving Maturity Date applicable to such 2011 Revolving Lender’s 2011 Revolving Loans to the Revolving Maturity Date applicable to the 2013 Revolving Loans. Subject to receipt by the Administrative Agent of counterparts of an Extension Agreement duly completed and signed by the Administrative Agent, such 2011 Revolving Lender and the Borrower, the Revolving Maturity Date applicable to the 2011 Revolving Loans of such 2011 Revolving Lender party to such Extension Agreement shall, effective on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the effective date of such termination or reduction. In connection with any reduction of Extension Agreement, be extended until the Total Commitment, Revolving Maturity Date applicable to the Borrower shall make any prepayment required under Section 2.11(b)2013 Revolving Loans. (dii) During If not extended pursuant to subsection (i) of Section 2.07(d) above, the period beginning ninety Revolving Maturity Date applicable to the 2011 Revolving Loans of any 2011 Revolving Lender may be extended to the Revolving Maturity Date applicable to 2013 Revolving Loans in the manner and subject to the conditions set forth in this subsection (ii). If the Borrower wishes to request an extension of the Revolving Maturity Date applicable to the 2011 Revolving Loans pursuant to this subsection (ii), it shall deliver an Extension Request in writing to the Administrative Agent not later than 45 days and not sooner than 180 days prior to the first and Revolving Maturity Date applicable to the 2011 Revolving Loans, which shall then be promptly forwarded by the Administrative Agent to each 2011 Revolving Lender. Each 2011 Revolving Lender shall use commercially reasonable efforts to respond to any subsequent anniversary of such request, whether affirmatively or negatively, as it may elect in its discretion, no later than the Closing Date and ending on thirtieth day after such anniversaryrequest is made (the “Response Deadline”), provided that if a 2011 Revolving Lender fails to respond by the Response Deadline to the Extension Request, such 2011 Revolving Lender shall be deemed not to have consented to such Extension Request. If less than all 2011 Revolving Lenders respond affirmatively to such request within 30 days, then the Borrower may deliver require each 2011 Revolving Lender that does not elect to extend the Revolving Maturity Date applicable to its 2011 Revolving Loans (a “Non-Extending 2011 Revolving Lender”) to assign pursuant to Section 9.04(b), no later than 15 days prior to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended Revolving Maturity Date applicable to the first anniversary 2013 Revolving Loans, its 2011 Revolving Commitment (and any outstanding 2011 Revolving Loans of such 2011 Revolving Lender related thereto) to one or more assignees which have agreed to such assignment and to extend the Termination Revolving Maturity Date then applicable to such 2011 Revolving Loans to the Revolving Maturity Date applicable to the 2013 Revolving Loans, provided that (x) each assigning Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in effectLC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (y) the processing and recordation fee specified in Section 9.04(b) shall be paid by the Borrower or such assignee and (z) each such Non-Extending 2011 Revolving Lender shall continue to be entitled to the rights under Section 9.03 for any period prior to the effectiveness of such assignment. Within forty-five days after its Subject to receipt by the Administrative Agent of any such noticecounterparts of an Extension Agreement duly completed and signed by the Administrative Agent, each Bank shall notify 2011 Revolving Lender agreeing to so extend and the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its CommitmentBorrower, the Agent shall so notify Revolving Maturity Date applicable to the Borrower and 2011 Revolving Loans of each Bank2011 Revolving Lender party to such Extension Agreement shall, whereupon (i) effective on the respective Commitments effective date of the Banks shall without further act by any party heretosuch Extension Agreement, be extended to the first anniversary of the Termination Revolving Maturity Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable applicable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and 2013 Revolving Loans. (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed Each 2011 Revolving Lender that agrees to extend the Revolving Maturity Date applicable to its Commitment, 2011 Revolving Loans to the Commitments shall be extended as provided in Revolving Maturity Date applicable to 2013 Revolving Loans pursuant to clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause or (ii) in above shall automatically be, from the effective date of such fourth sentence extension, deemed to be a 2013 Revolving Lender, and such Revolving Lenders’ Revolving Loans and Revolving Commitment shall, solely to the extent that such 2011 Revolving Lender has extended the Revolving Maturity Date applicable to its 2011 Revolving Loans to the Revolving Maturity Date applicable to 2013 Revolving Loans, be deemed to be 2013 Revolving Loans and a 2013 Revolving Commitment, respectively, for all purposes of this paragraph (d)Amended Agreement.

Termination, Reduction and Extension of Commitments. (a) The Total Term Loan Commitments shall be automatically terminated at 5:00 p.m., New York City time, on the Restatement Date. The Revolving Credit Commitments and the LC/BA Commitment shall be automatically terminated at 5:00 p.m., New York City time, on the Termination Revolving Credit Maturity Date and the LC/BA Maturity Date, respectively. (b) Subject to the last sentence of this paragraph, upon Upon at least five three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment. Each Commitments; provided, however, that (i) each partial reduction of the Total Commitment Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) the Borrower shall not be permitted to terminate or in whole multiples thereofreduce the Revolving Credit Commitments if, and no as the result of such termination or reduction shall be made which wouldreduction, after giving effect to any prepayments of (A) the LC/BA Commitment would exceed the aggregate remaining Revolving Credit Loans on such date reduce Commitments or (B) the Total Revolving Credit Utilization would exceed the aggregate remaining Revolving Credit Commitments. The LC/BA Commitment to an amount less than may be voluntarily terminated or reduced by the amount of the Total ExposureBorrower as provided in Section 3.08. (c) The Revolving Credit Commitments shall be permanently reduced by the amount of any mandatory prepayments applied to Swingline Loans or Revolving Credit Borrowings pursuant to clause (ii) of Section 2.13(c). (d) Each reduction in the Total Commitment Commitments hereunder shall be made ratably among the Banks applicable Lenders in accordance with their respective Commitment Percentagesapplicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the relevant Banksapplicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated termi- nated or reduced accrued to to, but excluding, the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (de) During the period beginning ninety days prior to the first and Nothing in this Section 2.09 shall prejudice any subsequent anniversary of the Closing Date and ending on such anniversary, rights that the Borrower may deliver have against any Lender that fails to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day lend as required hereunder prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and termination of any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).

Termination, Reduction and Extension of Commitments. (a) The Total 364 Day Commitments and the Swing Line Commitment shall be automatically terminated on the 364 Day Termination DateDate whereupon all 364 Day Loans and Swing Line Loans and accrued interest thereon shall become due and payable in full. The Revolver Commitments shall be automatically terminated on the Revolver Termination Date whereupon all Revolving Loans and accrued interest thereon shall become due and payable in full. (b) Subject to the last sentence of this paragraph, upon Upon at least five Business Days' prior irrevocable written or telecopy (including facsimile) notice to the Agent, the Borrower Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment. Each Commitments; provided, however, that (i) each partial reduction of the Total Commitment 364 Day Commitments shall be in a minimum principal amount of $5,000,000 1,000,000 or in a whole multiples multiple thereof, (ii) each partial reduction of the Revolver Commitments shall be in a minimum principal amount $3,000,000 or in a whole multiple thereof, and no such termination (iii) the Commitments may not be reduced or reduction shall be made which wouldterminated if, after giving effect thereto and to any prepayments of Revolving Credit the Loans made on the effective date thereof, the 364 Day Exposure and/or the Revolver Exposure at such date reduce time would exceed the Total Commitment to an amount less than the aggregate amount of the Total Exposure364 Day Commitments and/or Revolver Commitments, respectively, at such time. (c) Each reduction in the Total Commitment 364 Day Commitments and/or Revolver Commitments hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower Borrowers shall pay to the Agent for the account of the relevant Banks, Banks on the date of each termination or reductionreduction of the Commitments, the Commitment Fees on the amount of the such Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (di) During the period beginning ninety one hundred and twenty (120) days and ending sixty (60) days prior to the first initial and any subsequent anniversary of the Closing Date and ending on such anniversary364 Day Termination Date, the Borrower Borrowers may deliver to the Agent (which shall promptly transmit to each Bank) a notice (a "364 Day Extension Request") requesting that the 364 Day Commitments be extended to the first anniversary of date three hundred sixty-four (364) days after the 364 Day Termination Date then in effecteffect (a "Subsequent 364 Day Termination Date"). Within forty-five thirty (30) days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness so to extend its 364 Day Commitment. Any Bank that shall fail so to notify the Agent within such period shall be deemed to have declined to extend its 364 Day Commitment. If each In the event that all Banks shall approve a 364 Day Extension Request (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (ia) the respective 364 Day Commitments of the Banks shall shall, without further act by any party hereto, be extended to the first anniversary of the Subsequent 364 Day Termination Date then in effect Date, and (iib) the term "364 Day Termination Date" shall thereafter mean such first anniversary of the then existing Subsequent 364 Day Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the BorrowerBorrowers, such agreement to be in form and substance acceptable to the Agent and the Banks. In . (ii) During the event that one or more Banks period beginning subsequent to the first anniversary of this Agreement and ending sixty (60) days prior to the initial and any subsequent Revolver Termination Date, the Borrowers may deliver to the Agent (which shall promptly transmit to each Bank) a notice (a "Non-Electing BankRevolver Extension Request") requesting that the Revolver Commitments be extended to the date one (1) year after the Revolver Termination Date then in effect (a "Subsequent Revolver Termination Date"). Within thirty (30) days after its receipt of any such notice, each Bank shall have declined notify the Agent of its willingness or been unwillingness so to extend its Revolver Commitment. Any Bank that shall fail so to notify the agent within such period shall be deemed to have declined to extend its or their Commitment and Revolver Commitment. In the event that all Banks holding shall approve a majority in amount of Revolver Extension Request (a) the Commitments term "Revolver Termination Date" shall have notified the Agent of their desire to extend their Commitments, the Borrower thereafter mean such Subsequent Revolver Termination Date. Any such extension shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and be evidenced by a written agreement among the Agent, the Banks and the Borrowers, such agreement to replace all (but not less than all) such Non-Electing Banks (be in accordance with form and subject substance acceptable to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph Agent and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d)Banks.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Commitments shall be automatically and permanently terminated on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon Upon at least five three Business Days' prior irrevocable written or telecopy telecopied notice to the AgentAgent (which shall promptly notify each Lender thereof), the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment. Each ; provided, however, that (i) each partial reduction of the Total Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 or in whole multiples thereof, and (ii) no such termination or reduction shall be made which would, after giving effect to any prepayments of Revolving Credit Loans on such date would reduce the Total Commitment to an amount less than the aggregate outstanding principal amount of the Total ExposureCompetitive Loans and the Revolving Credit Loans. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks Lenders in accordance with their respective Commitment PercentagesCommitments. The Borrower shall pay to the Agent for the account of the relevant BanksLenders, on the date of each termination or reduction, the Commitment Facility Fees on the amount of the Commitments so terminated or reduced accrued to through the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (di) During the period beginning ninety days prior referred to the first as a "Terminating Lender"). The election of any Lender to agree to such extension shall not obligate any other Lender to agree. (ii) If and any subsequent anniversary only if Lenders holding Commitments that aggregate at least 66-2/3% of the Closing aggregate amount of the Commitments on the Effective Date and ending (including Commitments of all Terminating Lenders on such anniversarydate) shall have agreed to extend the Existing Maturity Date, the Borrower may deliver to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary then, effective as of the Termination Date then in effect. Within forty-five days after its receipt of any such noticeEffective Date, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (iA) the respective Commitments of the Banks shall without further act by any party heretoLenders other than Terminating Lenders (the "Continuing Lenders") shall, subject to the other provisions of this Agreement, be extended to the first anniversary of Requested Maturity Date specified in the Termination Date then in effect notice from the Borrower, and (ii) as to such Lenders the term "Termination Maturity Date" ", as used herein shall thereafter on and after the Effective Date mean such first anniversary Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next preceding Business Day and (B) the Commitments of the Terminating Lenders shall continue until the Existing Maturity Date, and shall then existing Termination Date. Any such extension shall be evidenced by a written agreement among terminate, and as to the AgentTerminating Lenders, the Banks and the Borrowerterm "Maturity Date", as used herein, shall continue to mean such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement BankExisting Maturity Date; provided, however, that (i) no such assignment shall conflict with any law or any rulenotwithstanding the foregoing, regulation or order the extension of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank Existing Maturity Date shall not be required effective with respect to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).any Lender unless:

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Unless previously terminated, the Commitments shall be automatically terminated terminate on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the The applicable Borrower may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments of any Class; provided that (i) each reduction of the Total Commitment Commitments of any Class shall be in an amount that is an integral multiple of US$5,000,000 and not less than US$10,000,000 and (ii) a minimum principal amount Borrower shall not terminate or reduce the Commitments of $5,000,000 or in whole multiples thereof, and no such termination or reduction shall be made which wouldany Class if, after giving effect to any prepayments concurrent prepayment of the Loans in accordance with Section 2.11, the total Revolving Credit Loans on Exposures of such date reduce Class would exceed the Total Commitment to an amount less than the amount total Commitments of the Total Exposuresuch Class. (c) The applicable Borrower shall notify the Facility Agent (and in the case of the Canadian Commitments, the Canadian Facility Agent) of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, such Agent shall advise the Lenders of the contents thereof. Each notice delivered by any Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by such Borrower (by notice to the applicable Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Total Commitment hereunder Commitments of any Class shall be made ratably among the Banks Lenders in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b)Class. (di) During Any Borrower may, by notice to the period beginning ninety Facility Agent (and, if in respect of the Canadian Commitments, the Canadian Facility Agent) (which shall promptly deliver a copy to each of the Lenders of the applicable Class) not less than 60 days prior to the first Maturity Date in respect of any Class of Commitments and any subsequent anniversary Loans then in effect (the “Pending Maturity Date”), request that the Lenders of the Closing applicable Class extend the Pending Maturity Date and ending on to a date specified in such anniversarynotice that is a Business Day not later than one year after the Pending Maturity Date (the “Extended Maturity Date”). Each such Lender shall, the Borrower may deliver by notice to the applicable Borrower and the applicable Agent given not later than the date specified in such Borrower’s notice for a response (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended at least 30 days prior to the first anniversary of Pending Maturity Date) (the Termination Date then in effect. Within forty-five days after its receipt of “ Response Deadline ”), advise such Borrower whether or not such Lender agrees to such extension (and any Lender that does not advise such notice, each Bank shall notify Borrower on or before the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period Response Deadline shall be deemed to have declined advised such Borrower that it will not agree to such extension). In the event that, by the Response Deadline, Lenders of the applicable Class holding less than 662/3% of the aggregate Commitments of such Class shall have agreed to extend its Commitment. If each the Pending Maturity Date, such Borrower may arrange for one or more banks or other financial institutions (but only if eachany such bank or other financial institution referred to in this clause (d)(i) Bank agrees being called an “ New Lender ”), which may include any Lender, to extend its CommitmentCommitments of such Class or increase their existing Commitments of such Class in an aggregate amount equal to the unsubscribed amount; provided that (A) each New Lender, if not already a Lender hereunder, shall be subject to the approval of the applicable Agent (which approvals shall so notify the not be unreasonably withheld) and such Borrower and each BankNew Lender shall execute all such documentation as the such Agent shall reasonably specify to evidence its Commitment of such Class and/or its status as a Lender hereunder and (B) each New Lender shall execute all such documentation pursuant to the preceding clause (A) no later than the Pending Maturity Date. (ii) If (and only if) Lenders, whereupon (i) the respective including New Lenders, holding Commitments of the Banks applicable Class that represent at least 662/3% of the aggregate Commitments of such Class prior to the Pending Maturity Date shall without further act by any party heretohave agreed to extend the Maturity Date, then (effective on and as of the Pending Maturity Date), (A) the Maturity Date for such Class of Commitments and Loans shall be extended to the first anniversary of the Termination Date then in effect Extended Maturity Date,and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their B)the Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal Class of each non-extending Lender shall terminate, and all Loans of such Class of such non-extending Lender shall become due and payable, together with all interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder thereon and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses)such Lender hereunder, and on the Pending Maturity Date then in effect. (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless Notwithstanding the Borrower has arranged for one or more Replacement Banks to acquire the interests provisions of all other Non-Electing Banks. Ifparagraphs (d)(i) and (d)(ii) of this Section, as a result no extension of the foregoingPending Maturity Date for any Class of Commitments and Loans shall be effective with respect to any Lender unless, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased on and as provided above) has agreed to extend its Commitmentof the Pending Maturity Date for such Class, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension) and the Facility Agent (or, in the case of Canadian Commitments, the Canadian Facility Agent) shall have received a certificate to that effect, dated the Pending Maturity Date, and executed by a Financial Officer. (iv) On the Pending Maturity Date, if any Revolving Loans of the applicable Class are outstanding, the applicable Borrower (A) shall prepay all Revolving Loans of such Class then outstanding (including all accrued but unpaid interest thereon) and (B) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of such Class and for the Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders of such Class (including any New Lenders) ratably in accordance with their respective Commitments of such Class (calculated after giving effect to (x) any Commitment increases by any Lenders or any new Commitments made by any New Lenders pursuant to paragraph (d)(i) of this Section and (y) the termination of the Commitments of non-extending Lenders). The payments made pursuant to clause (iiA) above in such fourth sentence respect of this paragraph (d)each LIBOR Loan shall be subject to Section 2.16.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Unless previously terminated, the Commitments shall be automatically terminated terminate on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower The Borrowers may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments; provided that (i) each reduction of the Total Commitment Commitments shall be in a minimum principal an amount that is an integral multiple of $US$5,000,000 and not less than US$10,000,000 and (ii) the Borrowers shall not terminate or in whole multiples thereof, and no reduce such termination or reduction shall be made which wouldCommitments if, after giving effect to any prepayments concurrent prepayment of the Loans in accordance with Section 2.11, the total Revolving Credit Loans on such date reduce Exposures would exceed the Total Commitment to an amount less than the amount of the Total Exposuretotal Commitments. (c) The Borrowers to notify the Facility Agents of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Facility Agent shall advise the Lenders of the contents thereof. Each notice delivered by a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Agents on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Total Commitment hereunder Commitments shall be made ratably among the Banks Lenders in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b)Commitments. (di) During The Borrowers may, by notice to the period beginning ninety Agents (which shall promptly deliver a copy to each of the Lenders) not less than 60 days prior to the first and any subsequent anniversary of Maturity Date then in effect (the Closing “Pending Maturity Date”), request that the Lenders extend the Pending Maturity Date and ending on to a date specified in such anniversarynotice that is a Business Day not later than one year after the Pending Maturity Date (the “Extended Maturity Date”). Each Lender shall, by notice to the Company, the Borrower may deliver to Borrowers and the Agent Agents given not later than the date specified in the Borrowers’ notice for a response (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended at least 30 days prior to the first anniversary of Pending Maturity Date) (the Termination Date then in effect. Within forty-five days after its receipt of “Response Deadline”), advise the Borrowers whether or not such Lender agrees to such extension (and any such notice, each Bank shall notify Lender that does not advise the Agent of its willingness Borrowers on or unwillingness to extend its Commitment. Any Bank that shall fail to notify before the Agent within such period Response Deadline shall be deemed to have declined advised the Borrowers that it will not agree to such extension). In the event that, by the Response Deadline, Lenders holding less than 662/3% of the aggregate Commitments shall have agreed to extend its Commitment. If each the Pending Maturity Date, the Borrowers may arrange for one or more banks or other financial institutions (but only if eachany such bank or other financial institution referred to in this clause (d)(i) Bank agrees being called an “New Lender”), which may include any Lender, to extend its CommitmentCommitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that (A) each New Lender, if not already a Lender hereunder, shall be subject to the approval of the Facility Agent (which approval shall not be unreasonably withheld) and the Company, the Borrowers and each New Lender shall execute all such documentation as the Facility Agent shall so notify reasonably specify to evidence its Commitment and/or its status as a Lender hereunder and (B) each New Lender shall execute all such documentation pursuant to the Borrower preceding clause (A) no later than the Pending Maturity Date. (ii) If (and each Bankonly if) Lenders, whereupon including New Lenders, holding Commitments that represent at least 662/3% of the aggregate Commitments prior to the Pending Maturity Date shall have agreed to extend the Maturity Date, then (ieffective on and as of the Pending Maturity Date), (A) the respective Commitments of the Banks Maturity Date shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect Extended Maturity Date, and (iiB) the term "Termination Date" Commitment of each non-extending Lender shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agentterminate, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date Loans of such assignment the principal of non-extending Lender shall become due and payable, together with all interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder thereon and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses)such Lender hereunder, and on the Pending Maturity Date then in effect. (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless Notwithstanding the Borrower has arranged for one or more Replacement Banks to acquire the interests provisions of all other Non-Electing Banks. Ifparagraphs (d)(i) and (d)(ii) of this Section, as a result no extension of the foregoingPending Maturity Date shall be effective with respect to any Lender unless, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased on and as provided above) has agreed to extend its Commitmentof the Pending Maturity Date, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension) and the Facility Agent shall have received a certificate to that effect, dated the Pending Maturity Date, and executed by a Financial Officer. (iv) On the Pending Maturity Date, if any Revolving Loans are outstanding, the applicable Borrower or Borrowers (A) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (B) may, at its or their option, fund such prepayment by simultaneously borrowing Revolving Loans for the Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders (including any New Lenders) ratably in accordance with their respective Commitments (calculated after giving effect to (x) any Commitment increases by any Lenders or any new Commitments made by any New Lenders pursuant to paragraph (d)(i) of this Section and (y) the termination of the Commitments of non-extending Lenders). The payments made pursuant to clause (iiA) above in such fourth sentence respect of this paragraph (d)each LIBOR Loan shall be subject to Section 2.16.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment shall be automatically terminated on the Termination Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial reduction of the Total Commitment shall be in a minimum principal amount of $5,000,000 or in whole multiples thereof, and no such termination or reduction shall be made which would, after giving effect to any prepayments of Revolving Credit Loans on such date reduce the Total Commitment to an amount less than the amount of the Total Exposure. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During the period beginning ninety days prior to the first and any subsequent anniversary of the Closing Effective Date and ending on such anniversary, the Borrower may deliver to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).

Termination, Reduction and Extension of Commitments. (a) The Total Commitment aggregate Commitments shall be automatically and permanently reduced by (i) $1,666,666.67 on the last day of each fiscal quarter of the Borrower, commencing March 31, 2001, until the aggregate Commitments have been reduced by $20,000,000 in the aggregate pursuant to the provisions of this subsection (i), and (ii) the amount by which the aggregate principal amount borrowed pursuant to the Securitization exceeds $40,000,000 at any time (this provision shall not constitute consent by any Bank to increase the Indebtedness permitted in the Securitization); provided that, the reduction provided for in subsection (ii) shall not be counted as a reduction pursuant subsection (i) above). The Commitments shall be automatically terminated on the Termination DateDate whereupon all Loans and accrued interest thereon shall become due and payable. (b) Subject to the last sentence of this paragraph, upon Upon at least five Business Days' prior irrevocable written or telecopy (including facsimile) notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment. Each Commitments; provided, however, that (i) each partial reduction of the Total Commitment Commitments shall be in a minimum principal amount of $5,000,000 1,000,000 or in a whole multiples multiple thereof, and no such termination (ii) the Commitments may not be reduced or reduction shall be made which wouldterminated if, after giving effect thereto and to any prepayments of Revolving Credit the Loans made on the effective date thereof, the Dollar Equivalent Facility Usage at such date reduce time would exceed the Total Commitment to an amount less than the aggregate amount of the Total ExposureCommitments at such time. Any such voluntary reduction of the Commitments shall reduce the scheduled reductions of the aggregate Commitments under Section 2.14(a)(i) in inverse order. (c) Each reduction in the Total Commitment Commitments hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, Banks on the date of each termination or reductionreduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (di) During the period beginning ninety one hundred and twenty (120) days and ending sixty (60) days prior to the first initial and any subsequent anniversary of the Closing Date and ending on such anniversaryTermination Date, the Borrower may deliver to the Agent (which shall promptly transmit to each Bank) a notice (an "Extension Request") requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five days date one year after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect and (ii) the term a "Subsequent Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse Within thirty (in accordance with and subject to the restrictions contained in Section 9.630) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).days after its

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Commitments shall be automatically and permanently terminated on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon Upon at least five three Business Days' prior irrevocable written or telecopy telecopied notice to the AgentAdministrative Agent (which shall promptly notify each Lender thereof), the Borrower Borrowers, acting jointly, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment. Each ; provided , however , that (i) each partial reduction of the Total Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 or in whole multiples thereof, and (ii) no such termination or reduction shall be made which would, after giving effect to any prepayments of Revolving Credit Loans on such date would reduce the Total Commitment to an amount less than the aggregate outstanding principal amount of the Total ExposureCompetitive Loans and the Revolving Credit Loans. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks Lenders in accordance with their respective Commitment PercentagesCommitments. The Borrower Borrowers shall pay to the Administrative Agent for the account of the relevant BanksLenders, on the date of each termination or reduction, the Commitment Facility Fees on the amount of the Commitments so terminated or reduced accrued to through the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During the period beginning ninety days prior Notwithstanding anything to the first and any subsequent anniversary of the Closing Date and ending on such anniversarycontrary in Section 2.17, the Borrower may deliver Borrowers, acting jointly, shall have the right at any time or from time to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five days after its receipt of any such noticetime, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitmentso long as no Default has occurred and is continuing, the Agent shall so notify the Borrower and each Bank, whereupon (i) to terminate the respective Commitments Commitment of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect and a Lender or (ii) to partially reduce the term "Termination Date" Commitment of a Lender; provided that (A) immediately after giving effect to any such termination or partial reduction, the Total Commitment shall thereafter mean not be less than $2,000,000,000 at any time, (B) immediately after giving effect to any such first anniversary termination or partial reduction, no Lender shall hold a Commitment in an aggregate amount exceeding 20% of the then existing Termination Date. Any such extension aggregate amount of Commitments, (C) the Borrowers shall be evidenced by a written agreement among give the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Administrative Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount Lenders at least 30 days' prior written notice of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank termination or partial reduction and the Agent, to replace all (but D) each such partial reduction of a Lender's Commitment shall be in an integral multiple of $1,000,000 and not less than all) $10,000,000. On the effective date of such Non-Electing Banks (in accordance with and subject to termination or partial reduction, the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank Borrowers shall pay to the applicable Non-Electing Bank Administrative Agent, for the account of such Lender, in immediately available funds on funds, an amount equal to (in the date case of such assignment a termination) the aggregate outstanding principal of and interest accrued to on its Loans, or (in the date case of payment a partial reduction) the aggregate outstanding principal of and interest on the amount by which the Loans made by such Non-Electing Bank hereunder are so reduced, and any and all other amounts accrued for owing to such Non-Electing Bank's account or owed Lender hereunder. Without prejudice to it hereunder (including Commitment Fees and the survival of any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitmentagreements of the Borrowers hereunder, the Commitments shall be extended as provided in clause (i) agreements of the fourth sentence Borrowers contained in Sections 2.14, 2.20, 2.22, 9.05 and 9.16 (without duplication of any payments made to a Lender whose Commitment has been terminated by the Borrowers pursuant to this paragraph and Section 2.11(d)) shall survive for the term Termination Date shall have benefit of each Lender under this Section 2.11(d) with respect to the meaning set forth in clause (ii) in time prior to such fourth sentence of this paragraph (d)termination.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Unless previously terminated, (A) the Tranche 1 Commitments shall be automatically terminated terminate on the Termination Tranche 1 Maturity Date and (B) the Tranche 2 Commitments shall terminate on the Tranche 2 Maturity Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the AgentSection 2.10(d), the Borrower may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments of any Class; provided that (i) each reduction of the Total Commitment Commitments shall be in a minimum principal an amount that is an integral multiple of $5,000,000 1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or in whole multiples thereof, and no such termination or reduction shall be made which wouldreduce the Commitments of any Class if, after giving effect to any prepayments concurrent prepayment of the Loans, (A) the total Revolving Credit Exposures of such Class would exceed the total Commitments of such Class or (B) the total Revolving Credit Exposures of all Classes plus the aggregate principal amount of outstanding Competitive Loans on such date would exceed the total Commitments of all Classes and (iii) until the Tranche 1 Commitments shall terminate, (x) the Borrower shall not terminate or reduce the Total Commitment to an amount less than Tranche 2 Commitments unless the amount of Borrower shall concurrently therewith terminate or reduce, at least ratably, the Total ExposureTranche 1 Commitments and (y) except as provided for in Section 2.01(d), the Borrower shall not, until December 31, 2010, terminate or reduce the Tranche 1 Commitments unless the Borrower shall concurrently therewith terminate or reduce, ratably, the Tranche 2 Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of such Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Total Commitment hereunder Commitments of any Class shall be made ratably among the Banks Lenders of such Class in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b)Class. (d) During On the period beginning ninety days prior to the first and any subsequent anniversary of the Closing Date and ending on such anniversaryRestatement Effective Date, the Borrower may deliver to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, Tranche 2 Lenders under the Original Credit Agreement will be extended to the first anniversary of the Termination Date then in effect reduced and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended prepaid as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d)Restatement Agreement.

Termination, Reduction and Extension of Commitments. (a) The Total 364 Day Commitments shall be automatically terminated on the 364 Day Termination Date whereupon all 364 Day Loans and accrued interest thereon shall become due and payable. The Five Year Commitments and the Swing Line Commitment shall be automatically terminated on the Five Year Termination DateDate whereupon all Five Year Loans and Swing Line Loans and accrued interest thereon shall become due and payable. (b) Subject to the last sentence of this paragraph, upon Upon at least five Business Days' prior irrevocable written or telecopy (including facsimile) notice to the Agent, the Borrower Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment. Each Commitments; provided, however, that (i) each partial reduction of the Total Commitment Commitments under either Facility shall be in a minimum principal amount of $5,000,000 1,000,000 or in a whole multiples multiple thereof, and no such termination (ii) the Commitments may not be reduced or reduction shall be made which wouldterminated if, after giving effect thereto and to any prepayments of Revolving Credit the Loans made on the effective date thereof, the Dollar Equivalent Facility Usage of the 364 Day Facility or the Five Year Facility at such date reduce time would exceed the Total Commitment to an amount less than the aggregate amount of the Total Exposure364 Day Commitments or the Five Year Commitments, as the case may be, at such time. (c) Each reduction in the Total Commitment 364 Day Commitments or the Five Year Commitments hereunder shall be made ratably among the Banks in accordance with their respective 364 Day Commitment Percentages or Five Year Commitment Percentages. The Borrower Borrowers shall pay to the Agent for the account of the relevant Banks, applicable Banks on the date of each termination or reductionreduction of the 364 Day Commitments or the Five Year Commitments, as the case may be, the Commitment Facility Fees on the amount of the such Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (di) During the period beginning ninety one hundred and twenty (120) days and ending sixty (60) days prior to the first initial and any subsequent anniversary of the Closing Date and ending on such anniversary364 Day Termination Date, the Borrower Borrowers may deliver to the Agent (which shall promptly transmit to each 364 Day Bank) a notice (an "Extension Request") requesting that the 364 Day Commitments be extended to the first anniversary of date three hundred sixty four (364) days after the 364 Day Termination Date then in effecteffect (a "Subsequent 364 Day Termination Date"). Within forty-five thirty (30) days after its receipt of any such notice, each applicable Bank shall notify the Agent of its willingness or unwillingness so to extend its 364 Day Commitment. Any Bank that shall fail so to notify the Agent within such period shall be deemed to have declined to extend its 364 Day Commitment. If each (but only if each) Bank agrees to extend its Commitment, In the Agent event that 364 Day Banks holding at least 51% of the 364 Day Commitments shall so notify the Borrower and each Bank, whereupon approve an Extension Request (i) the respective 364 Day Commitments of the 364 Day Banks shall shall, without further act by any party hereto, be extended to the first anniversary of the Subsequent 364 Day Termination Date then in effect but only with respect to the 364 Day Banks that have given such written approval, and (ii) the term "364 Day Termination Date" shall thereafter mean such first anniversary of the then existing Subsequent 364 Day Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the 364 Day Banks that have approved such Extension Request and the BorrowerBorrowers, such agreement to be in form and substance acceptable to the Agent and the Banks. In Except to the event extent that one or more Banks a 364 Day Bank that did not give its written approval to such Extension Request (each a "Non-Electing Declining Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day is replaced prior to the 364 Day Termination Date with one or more assignees in effect prior to such Extension Request (each a the "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Declining Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses364 Day Maturity Date"), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) below, the 364 Day Loans and all interest, fees and other amounts owed to such Declining Banks with respect to the 364 Day Facility shall be paid in such fourth sentence of this paragraph (d)full on the Declining Bank's 364 Day Maturity Date.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Commitments shall be automatically terminated on the Termination Date, whereupon the entire outstanding principal balance of the Loans, plus all accrued and unpaid interest thereon, and any fees or other amounts owed under the Loan Documents, shall become due and payable. (b) Subject to the last sentence of this paragraph, upon Upon at least five three Business Days' prior irrevocable written or telecopy (including telecopy) notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment. Each Commitments; provided, however, that (i) each partial reduction of the Total any Commitment shall be in a minimum principal amount of $5,000,000 or in whole multiples of $1,000,000 in excess thereof, and no such termination (ii) the Commitments may not be reduced or reduction shall be made which wouldterminated if, after giving effect thereto and to any prepayments of Revolving Credit the Loans made on such the effective date reduce thereof, the Total Commitment to an amount less than the aggregate amount of the Total ExposureExposure at such time would exceed the aggregate amount of the Commitments at such time. (c) Any prepayment of the Loans pursuant to subsection 3.7(a) shall permanently reduce the Commitments on a dollar-for-dollar basis. (d) Each reduction in the Total Commitment Commitments hereunder shall be made ratably among the Banks Lenders in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, Lenders on the date of each termination or reductionreduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (de) During the period beginning ninety sixty days prior to the first and any subsequent anniversary of the Closing Date and ending on such anniversary, the Borrower may deliver to the Agent (which shall promptly transmit to each BankLender) a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five 45 days after its receipt of any such notice, each Bank Lender shall notify the Agent of its willingness or unwillingness so to extend its Commitment. Any Bank Lender that shall fail so to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees all of the Lenders agree to extend its Commitmenttheir Commitments, the Agent shall so notify the Borrower and each BankLender, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).the

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Unless previously terminated, the Commitments shall be automatically terminated terminate on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon Upon at least five three Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, without penalty but subject to Section 2.16, the Total Commitment. Each ; provided, however, that (i) each partial reduction of the Total Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 or in whole multiples thereof, 10,000,000 and (ii) no such termination or reduction shall be made which wouldif, after giving effect to any prepayments concurrent prepayment of the Loans in accordance with Section 2.13, the sum of the Revolving Credit Loans on such date reduce Exposures plus the Total Commitment to an amount less than the aggregate outstanding principal amount of the Competitive Loans would exceed the Total ExposureCommitment. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks Lenders in accordance with their respective Commitment PercentagesCommitments. The Borrower shall pay to the Agent for the account of the relevant BanksLenders, on the date of each termination or reduction, the Commitment Facility Fees on the amount of the Commitments so terminated or reduced accrued to through the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During the period beginning ninety days prior to the first and any subsequent anniversary of the Closing Date and ending on such anniversaryThe Borrower may, the Borrower may deliver by notice to the Agent (which shall promptly transmit deliver a copy to each Bankof the Lenders) a notice requesting given not less than 45 days and not more than 60 days prior to the Maturity Date in effect at such time, request that the Commitments be extended Lenders extend the Maturity Date for an additional period of not more than 364 days (each, an "Additional Period") as specified in such notice. Each Lender shall, by notice to the first anniversary of Borrower and the Termination Agent given not earlier than the 30th day and not later than the 20th day (or such later day as shall be acceptable to the Borrower) prior to the Maturity Date then in effect, advise the Borrower whether or not it agrees to such extension. Within forty-five days after its receipt of any such notice, each Bank shall notify Any Lender that has not so advised the Borrower and the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within by such period day shall be deemed to have declined to extend its Commitmentagree to such extension. If each (but only if each) Bank agrees the Borrower shall have requested and Lenders representing more than 50% of the Total Commitment shall have agreed to extend its Commitmentan extension of the Maturity Date, then the Maturity Date shall be extended for such Additional Period and on the terms specified in the Borrower's notice, and the Agent shall so promptly notify the Borrower and each Bank, whereupon (i) the respective Commitments Lender of such extension. The decision to agree or withhold agreement to any extension of the Banks Maturity Date hereunder shall without further act by be at the sole discretion of each Lender. The Commitment of any party heretoLender that has declined, be extended or is deemed to the first anniversary have declined, to agree to any requested extension of the Termination Maturity Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing BankExtending Lender") shall have declined or been deemed terminate on the Maturity Date in effect prior to have declined giving effect to extend its or their Commitment any such extension (the "Existing Maturity Date"), and Banks holding a majority in the principal amount of any outstanding Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the Commitments account of such Lender hereunder, shall have notified be due and payable on the Agent Existing Maturity Date. Notwithstanding the foregoing provisions of their desire to extend their Commitmentsthis paragraph, (i) the Borrower shall have the right, but not pursuant to Section 2.21, to replace a Non-Extending Lender (up to the obligation, at its own expense, upon notice to each full amount of the Commitment of such Non-Electing Bank and the AgentExtending Lender, or any portion thereof) with a Lender or other financial institution that will agree to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all an extension of the Non-Electing Banks' interests hereunder Maturity Date for such Additional Period and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of right, any time prior to the Existing Maturity Date, to withdraw its request for an extension under this paragraph by notice to the Agent (dwhich shall promptly deliver a notice to each Lender), in which case the Commitments of all the Lenders will terminate on the Existing Maturity Date.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Unless previously terminated, the Commitments shall be automatically terminated terminate on the Termination Date; provided that the Commitments shall terminate at 5:00 p.m., New York City time, on May 15, 2001, if the Initial Borrowing Date shall not have occurred prior to such time. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower The Company may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments; provided that (i) each reduction of the Total Commitment Commitments shall be in a minimum principal an amount that is an integral multiple of $5,000,000 the Borrowing Multiple and not less than the Borrowing Minimum and (ii) the Company shall not terminate or in whole multiples thereof, and no such termination or reduction shall be made which wouldreduce the Commitments if, after giving effect to any prepayments of Revolving Credit Loans on such date reduce the Total Commitment to an amount less than the amount concurrent prepayment of the Total ExposureRevolving Loans in accordance with Section 2.09, the sum of the aggregate Revolving Exposures and the aggregate Competitive Loan Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Total Commitment hereunder Commitments of any Class shall be made ratably among the Banks applicable Lenders in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b)Commitments. (d) During the period beginning ninety days prior The Company may, by notice to the first and any subsequent anniversary of the Closing Date and ending on such anniversary, the Borrower may deliver to the Administrative Agent (which shall promptly transmit deliver a copy to each Bankof the Lenders) a notice requesting given not less than 60 days and not more than 75 days prior to the Termination Date at any time in effect, request that the Commitments be extended Lenders extend the Termination Date for an additional period of not more than 364 days as specified in such notice. Each Lender shall, by notice to the first anniversary of Company and the Administrative Agent given not earlier than the 30th day and not later than the 25th day prior to the Termination Date then in effect. Within forty-five days after its receipt of any , advise the Company whether or not it agrees to such extension on the terms set forth in such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank Lender that shall fail to notify has not so advised the Company and the Administrative Agent within by such period day shall be deemed to have declined to extend its Commitmentagree to such extension. If the Company shall have requested and Lenders representing at least more than 50% of the aggregate Commitments shall have agreed to an extension of the Termination Date, then the Termination Date shall be extended for the additional period and on the terms specified in the Company's notice. The decision to agree or withhold agreement to any extension of the Termination Date hereunder shall be at the sole discretion of each Lender. The Commitment of any Lender that has declined to agree to any requested extension of the Termination Date (but only if eacha "Non-Extending Lender") Bank agrees shall terminate on the Termination Date in effect prior to extend its Commitmentgiving effect to any such extension (the "Existing Termination Date"), and the Agent principal amount of any outstanding Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender hereunder, shall so notify be due and payable on the Borrower and each BankExisting Termination Date. Notwithstanding the foregoing provisions of this paragraph, whereupon (i) the respective Company shall have the right, pursuant to Section 2.17(b), to replace a Non-Extending Lender with a Lender or other financial institution that will agree to an extension of the Termination Date and (ii) the Company shall have the right, any time prior to the Existing Termination Date, to withdraw its request for an extension under paragraph (b) above by notice to the Administrative Agent (which shall promptly deliver a notice to each Lender), in which case the Commitments of all the Banks shall without further act by any party hereto, Lenders will terminate on the Existing Termination Date and the Maturity Date applicable to all the Loans (including Loans of Non-Extending Lenders) will be extended to the first anniversary of the Termination Date then in effect and (ii) the term "Existing Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).

Termination, Reduction and Extension of Commitments. (a) The Total Unless previously terminated, (i) the 2015 Revolving Commitment shall be automatically terminated terminate on the Termination Revolving Maturity Date applicable to 2015 Revolving Loans, (ii) the Tranche A-3 Converted Term Loan Commitment shall terminate immediately after the conversion of Tranche A-2 Term Loans into Tranche A-3 Converted Term Loans on the Third ARCA Effective Date, and (iii) the Tranche A-3 New Term Loan Commitment shall terminate immediately after the borrowing of the Tranche A-3 New Term Loans on the Third ARCA Effective Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the The Borrower may at any time in whole permanently time, without premium or penalty, terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments of any Class; provided that (i) each reduction of the Total Commitment Commitments of any Class shall be in a minimum principal an amount that is an integral multiple of $5,000,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or in whole multiples thereof, and no such termination or reduction shall be made which wouldreduce the Revolving Commitments to the extent, after giving effect to any prepayments concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Credit Loans on such date reduce Exposures would exceed the Total Commitment to an amount less than the amount of the Total Exposuretotal Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the consummation of an acquisition, sale or other similar transaction, or the receipt of proceeds from the incurrence or issuance of Indebtedness or Equity Interests or the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction in of the Total Commitment hereunder Commitments of any Class shall be made ratably among the Banks Lenders in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b)Class. (d) During the period beginning ninety days prior to the first and any subsequent anniversary of the Closing Date and ending on such anniversary, the Borrower may deliver to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Tranche One Commitments shall be automatically terminated terminate on the Tranche One Commitment Termination Date, and the Tranche Two Commitments shall terminate on the Tranche Two Commitment Termination Date. (ba) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower Time Warner may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial Tranche One Commitments and/or Tranche Two Commitments; provided that (i) each reduction of the Total Commitment Tranche One Commitments or Tranche Two Commitments shall be in a minimum principal an amount that is an integral multiple of $5,000,000 1,000,000 and not less than $25,000,000 and (ii) Time Warner shall not terminate or in whole multiples thereof, and no such termination or reduction shall be made which wouldreduce the Commitments of either Class if, after giving effect thereto and to any prepayments concurrent prepayment of the Loans of such Class in accordance with Section 2.10, the sum of the Revolving Credit Loans on Exposures of such date reduce Class would exceed the Total Commitment to an amount less than the amount total Commitments of the Total Exposuresuch Class. (cb) Time Warner shall notify the Administrative Agent of any election to terminate or reduce the Commitments of either Class under paragraph (a) of this Section at least one Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Time Warner pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of either Class delivered by Time Warner may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of other events, in which case such notice may be revoked by Time Warner (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of either Class shall be permanent. Each reduction in of the Total Commitment hereunder Commitments of either Class shall be made ratably among the Banks Lenders in accordance with their respective Commitments of such Class. (c) Time Warner may terminate or reduce a Commitment Percentagesof either Class (and the corresponding Yen Commitment) of any Defaulting Lender as provided in Section 2.22. The Borrower shall pay to the Agent for the account provisions of the relevant Banks, on the date preceding paragraphs of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued this Section 2.08 shall not apply to the date of any such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under made pursuant to Section 2.11(b)2.22. (d) During the period beginning ninety days prior Time Warner may, from time to time and by written notice to the first and any subsequent anniversary of the Closing Date and ending on such anniversary, the Borrower may deliver to the Administrative Agent (which shall promptly transmit deliver a copy to each Bank) a notice requesting the Lenders of the applicable Class (the “Extension Class Lenders”)), request that the Commitments be extended to Extension Class Lenders extend the first anniversary Tranche One Maturity Date, or the Tranche Two Maturity Date, as applicable, for an additional period of one year (the Termination Date then in effect. Within forty-five days after its receipt date of any such noticerequest being called the “Extension Request Date”). Each Extension Class Lender shall, by written notice to Time Warner and the Administrative Agent given not later than the 15th day (or such other day as Time Warner and the Administrative Agent shall agree) after the Extension Request Date, advise Time Warner whether or not it agrees to the requested extension (each Bank shall notify the Agent of its willingness or unwillingness Extension Class Lender agreeing to extend its Commitmenta requested extension being called an “Extension Consenting Lender” and each Extension Class Lender declining to agree to a requested extension being called an “Extension Declining Lender”). Any Bank Extension Class Lender that shall fail to notify has not so advised Time Warner and the Administrative Agent within by such period date shall be deemed to have declined to extend its Commitmentbe an Extension Declining Lender. If each (but only if each) Bank agrees to extend its Commitment, Extension Class Lenders constituting the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments Required Class Lenders of the Banks applicable Class of Lenders shall without further act by any party heretohave agreed to an extension request, then the Maturity Date of such Class shall, as to the Extension Consenting Lenders, be extended to the first anniversary of the Termination Maturity Date then of such Class theretofore in effect for such Extension Consenting Lenders; provided that the applicable Class Commitments of any Extension Class Lender who is and (ii) remains an Extension Declining Lender following the term "Termination Date" first Maturity Date extension shall thereafter mean not be included when calculating the Required Class Lenders for the second Maturity Date extension of such first anniversary Class. The decision of any Extension Class Lender to agree or withhold agreement to any extension request shall be at the then existing Termination Datesole discretion of such Extension Class Lender. Any With respect to each Extension Declining Lender, the Maturity Date shall remain the same as the Maturity Date for such Lender in effect immediately prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Extension Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Extension Declining Lenders hereunder, shall be evidenced by a written agreement among due and payable on the AgentExisting Maturity Date, and all obligations of such Extension Declining Lenders with respect to Letters of Credit and Swingline Loans shall terminate on the Banks Existing Maturity Date, and on the BorrowerExisting Maturity Date, each Borrower shall also make such agreement to other prepayments of its Loans and/or cash collateralize Letters of Credit as shall be required in form and substance acceptable order that, after giving effect to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount termination of the Commitments shall have notified the Agent of their desire of, and all payments to, Extension Declining Lenders pursuant to extend their Commitmentsthis sentence, the Borrower Revolving Credit Exposures of the Extension Class Lenders shall not exceed the aggregate Commitments of such Class of Lenders. Notwithstanding the foregoing provisions of this paragraph, (i) Time Warner shall have the right, but not the obligationpursuant to Section 2.18(b), at its own expense, upon notice any time prior to each such Non-Electing Bank and the AgentExisting Maturity Date, to replace any Extension Declining Lender with a Lender or other Eligible Assignee that will agree to such extension request, and any such replacement Lender shall for all (but not less than all) purposes constitute an Extension Consenting Lender, provided that if, prior to such Non-Electing Banks (in accordance replacement and pursuant to a written agreement with and subject Time Warner, such Extension Declining Lender consents to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior requested extension, such Lender shall for all purposes deemed to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authoritybe an Extension Consenting Lender, (ii) no extension of the applicable Replacement Bank Maturity Date pursuant to this paragraph shall pay to the applicable Non-Electing Bank in immediately available funds become effective unless (x) on the date of such assignment extension, the principal conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and interest accrued the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of each Borrower and (y) the Administrative Agent shall have received documents consistent with those delivered pursuant to paragraphs (b), (c) and (d) of Section 4 of the Amendment and Restatement Agreement as to the date corporate power and authority of payment on the Loans made by each Borrower to borrow hereunder after giving effect to such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed extension, (iii) not more than two Maturity Date extensions per each Class shall be effected pursuant to it hereunder this paragraph, (including Commitment Fees and iv) not more than one extension request may be submitted with respect to either Class in any unpaid costs or expenses)calendar year, and (iiiv) a Non-Electing Bank the first Extension Request Date shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. Ifoccur earlier than November 15, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d)2014.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Unless previously terminated, the Revolving Commitments shall be automatically terminated terminate on the Termination Revolving Maturity Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the The Borrower may at any time in whole permanently time, without premium or penalty, terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments of any Class; provided that (i) each reduction of the Total Commitment Commitments of any Class shall be in a minimum principal an amount that is an integral multiple of $5,000,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or in whole multiples thereof, and no such termination or reduction shall be made which wouldreduce the Revolving Commitments to the extent, after giving effect to any prepayments concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Revolving Credit Loans on such date reduce Exposures would exceed the Total Commitment to an amount less than the amount of the Total Exposuretotal Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the consummation of an acquisition, sale or other similar transaction, or the receipt of proceeds from the incurrence or issuance of Indebtedness or Equity Interests or the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction in of the Total Commitment hereunder Commitments of any Class shall be made ratably among the Banks Lenders in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b)Class. (d) During the period beginning ninety days prior to the first and any subsequent anniversary of the Closing Date and ending on such anniversary, the Borrower may deliver to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Unless previously terminated, the Commitments of each Class shall be automatically terminated terminate on the Termination Maturity Date.. [[NYCORP:3024149v15:4452W:11/30/07--12:40 p]] (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower The Company may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments of either Class; provided that (i) each reduction of the Total Commitment Commitments of either Class shall be in a minimum principal an amount that is an integral multiple of $US$5,000,000 and not less than US$10,000,000 and (ii) the Company shall not terminate or in whole multiples thereof, and no such termination or reduction shall be made which wouldreduce the Commitments of either Class if, after giving effect to any prepayments concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Loans on Exposures of such date reduce Class plus the Total Commitment to an amount less than the aggregate principal amount of outstanding Competitive Loans of such Class would exceed the Total Exposuretotal Commitments of such Class. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of either Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of either Class delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of either Class shall be permanent. Each reduction in of the Total Commitment hereunder Commitments of either Class shall be made ratably among the Banks Lenders of such Class in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b)Class. (di) During The Company may, by delivery of a written request (a “Maturity Date Extension Request”) to the period beginning ninety Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to the first and any subsequent or second anniversary of the Closing Effective Date, request that the Lenders extend the Maturity Date for an additional period of one year (the “Extended Maturity Date”); provided that there shall be no more than two extensions of the Maturity Date pursuant to this Section. Each Lender shall, by notice to the Company and ending on the Administrative Agent given not later than the 15th day after the date of the Administrative Agent’s receipt of the Company’s Maturity Date Extension Request (or such anniversaryother date as the Company and the Administrative Agent may otherwise agree, which may include extensions of any previously announced date; such date, the Borrower may deliver “Extension Date”), advise the Company whether or not it agrees to the Agent requested extension (which shall promptly transmit each such Lender agreeing to a requested extension being called a “Consenting Lender”, and each Bank) such Lender declining to agree to a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitmentrequested extension being called a “Declining Lender”). Any Bank Lender that shall fail to notify has not so advised the Company and the Administrative Agent within by such period Extension Date shall be deemed to have declined to extend its Commitmentagree to such extension and shall be a Declining Lender. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments Lenders holding 66⅔% of the Banks aggregate Commitments shall without further act have agreed to a Maturity Date Extension Request by any party heretothe Extension Date, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Maturity Date then theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect and prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). [[NYCORP:3024149v15:4452W:11/30/07--12:40 p]] (ii) It is understood that the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower Company shall have the right, pursuant to Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender as of the date it agrees to replace such Declining Lender. (iii) Notwithstanding the foregoing provisions of this Section 2.09, no extension of the Existing Maturity Date shall be effective with respect to any Lender unless, on and as of the Extension Date in respect of such extension, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect, dated as of such Extension Date, and executed by a Financial Officer. (iv) On the Existing Maturity Date, if there remain any Declining Lenders and any Revolving Loans are outstanding, each Borrower (A) shall prepay all Revolving Loans then outstanding (including all accrued but not the obligationunpaid interest thereon) and (B) may, at its own expenseoption, upon notice to each fund such Non-Electing Bank prepayment by simultaneously borrowing Revolving Loans of Class or Classes and the AgentTypes and for the Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, to replace all (but not less than all) such Non-Electing Banks (which Revolving Loans shall be made by the Lenders ratably in accordance with and their respective Commitments of the applicable Class or Classes (calculated after giving effect to the termination of the Commitments of the Declining Lenders). The payments made pursuant to clause (A) above in respect of each LIBOR Loan or EURIBOR Loan shall be subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d)2.16.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Unless previously terminated, the Commitments of each Class shall be automatically terminated terminate on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower The Company may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments of either Class; provided that (i) each reduction of the Total Commitment Commitments of either Class shall be in a minimum principal an amount that is an integral multiple of $US$5,000,000 and not less than US$10,000,000 and (ii) the Company shall not terminate or in whole multiples thereof, and no such termination or reduction shall be made which wouldreduce the Commitments of either Class if, after giving effect to any prepayments concurrent prepayment of the Loans in accordance with Section 2.12, the sum of the Revolving Credit Loans on Exposures of such date reduce Class plus the Total Commitment to an amount less than the aggregate principal amount of outstanding Competitive Loans of such Class would exceed the Total Exposuretotal Commitments of such Class. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of either Class under paragraph (b) of this Section at least five Business Days (or such lesser number of days as may be acceptable to the Administrative Agent) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of either Class delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of either Class shall be permanent. Each reduction in of the Total Commitment hereunder Commitments of either Class shall be made ratably among the Banks Lenders of such Class in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b)Class. (di) During The Company may, by delivery of a written request (a “Maturity Date Extension Request”) to the period beginning ninety Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to the first and any subsequent or second anniversary of the Closing Effective Date, request that the Lenders extend the Maturity Date for an additional period of one year (the “Extended Maturity Date”); provided that there shall be no more than two extensions of the Maturity Date pursuant to this Section. Each Lender shall, by notice to the Company and ending on the Administrative Agent given not later than the 15th day after the date of the Administrative Agent’s receipt of the Company’s Maturity Date Extension Request (or such anniversaryother date as the Company and the Administrative Agent may otherwise agree, which may include extensions of any previously announced date; such date, the Borrower may deliver “Extension Date”), advise the Company whether or not it agrees to the Agent requested extension (which shall promptly transmit each such Lender agreeing to a requested extension being called a “Consenting Lender”, and each Bank) such Lender declining to agree to a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitmentrequested extension being called a “Declining Lender”). Any Bank Lender that shall fail to notify has not so advised the Company and the Administrative Agent within by such period Extension Date shall be deemed to have declined to extend its Commitmentagree to such extension and shall be a Declining Lender. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments Lenders holding 66⅔% of the Banks aggregate Commitments shall without further act have agreed to a Maturity Date Extension Request by any party heretothe Extension Date, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Maturity Date then theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect and prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). (ii) It is understood that the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower Company shall have the right, pursuant to Section 2.20(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender as of the date it agrees to replace such Declining Lender. (iii) Notwithstanding the foregoing provisions of this Section 2.10, no extension of the Existing Maturity Date shall be effective with respect to any Lender unless, on and as of the Extension Date in respect of such extension, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect, dated as of such Extension Date, and executed by a Financial Officer. (iv) On the Existing Maturity Date, if there remain any Declining Lenders and any Revolving Loans are outstanding, each applicable Borrower (A) shall prepay all Revolving Loans then outstanding (including all accrued but not the obligationunpaid interest thereon), together with all fees and any other amounts due and owing hereunder to such Declining Lenders and (B) may, at its own expenseoption, upon notice to each fund such Non-Electing Bank prepayment by simultaneously borrowing Revolving Loans of Class or Classes and the AgentTypes and for the Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, to replace all (but not less than all) such Non-Electing Banks (which Revolving Loans shall be made by the Lenders ratably in accordance with and their respective Commitments of the applicable Class or Classes (calculated after giving effect to the termination of the Commitments of the Declining Lenders). The payments made pursuant to clause (A) above in respect of each LIBOR Loan or EURIBOR Loan shall be subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d)2.17.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment shall be automatically terminated on the Termination Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial reduction of the Total Commitment shall be in a minimum principal amount of $5,000,000 or in whole multiples thereof, and no such termination or reduction shall be made which would, after giving effect to any prepayments of Revolving Credit Loans on such date reduce the Total Commitment to an amount less than the amount of the Total Exposure. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During the period beginning ninety days prior to the first and any subsequent anniversary of the Closing then effective Termination Date and ending on sixty (60) days prior to such anniversaryTermination Date, the Borrower may deliver to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of for an additional nine months beyond the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of date nine months after the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Datedate. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have ----------------- declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the ---------------- Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, -------- however, that (i) no such assignment shall conflict with any law or any rule, ------- regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Non- Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Commitments shall be automatically terminated on the Termination Date. (b) Subject to the last sentence of this paragraph, upon Upon at least five Business Days' prior irrevocable written or telecopy (including telecopy) notice to the Agent, the Borrower Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment. Each Commitments; provided, however, that (i) each partial reduction of the Total Commitment Commitments shall be in a minimum principal amount of $5,000,000 1,000,000 or in a whole multiples multiple thereof, and no such termination (ii) the Commitments may not be reduced or reduction shall be made which wouldterminated if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, the Dollar Equivalent Revolving Credit Loans on Facility Usage at such date reduce time would exceed the Total Commitment to an amount less than the aggregate amount of the Total ExposureCommitments at such time. (c) Each reduction in the Total Commitment Commitments hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower Borrowers shall pay to the Agent for the account of the relevant Banks, Banks on the date of each termination or reductionreduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During the period beginning ninety one hundred and eighty days prior to the first second and any subsequent anniversary of the Closing Date and ending on such anniversary, the Borrower Borrowers may deliver to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five sixty days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).its

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Unless previously terminated, the Commitments shall be automatically terminated terminate on the Termination Date; PROVIDED that the Commitments shall terminate at 5:00 p.m., New York City time, on May 15, 2000, if the Initial Borrowing Date shall not have occurred prior to such time. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower The Company may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments; PROVIDED that (i) each reduction of the Total Commitment Commitments shall be in a minimum principal an amount that is an integral multiple of $5,000,000 the Borrowing Multiple and not less than the Borrowing Minimum and (ii) the Company shall not terminate or in whole multiples thereof, and no such termination or reduction shall be made which wouldreduce the Commitments if, after giving effect to any prepayments of Revolving Credit Loans on such date reduce the Total Commitment to an amount less than the amount concurrent prepayment of the Total ExposureRevolving Loans in accordance with Section 2.10, the sum of the aggregate Revolving Exposures and the aggregate Competitive Loan Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; PROVIDED that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Total Commitment hereunder Commitments of any Class shall be made ratably among the Banks applicable Lenders in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b)Commitments. (d) During the period beginning ninety days prior The Company may, by notice to the first and any subsequent anniversary of the Closing Date and ending on such anniversary, the Borrower may deliver to the Administrative Agent (which shall promptly transmit deliver a copy to each Bankof the Lenders) a notice requesting given not less than 60 days and not more than 75 days prior to the Termination Date at any time in effect, request that the Commitments be extended Lenders extend the Termination Date for an additional period of not more than 364 days as specified in such notice. Each Lender shall, by notice to the first anniversary of Company and the Administrative Agent given not earlier than the 30th day and not later than the 25th day prior to the Termination Date then in effect. Within forty-five days after its receipt of any , advise the Company whether or not it agrees to such extension on the terms set forth in such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank Lender that shall fail to notify has not so advised the Company and the Administrative Agent within by such period day shall be deemed to have declined to extend its Commitmentagree to such extension. If the Company shall have requested and Lenders representing at least more than 50% of the aggregate Commitments shall have agreed to an extension of the Termination Date, then the Termination Date shall be extended for the additional period and on the terms specified in the Company's notice. The decision to agree or withhold agreement to any extension of the Termination Date hereunder shall be at the sole discretion of each Lender. The Commitment of any Lender that has declined to agree to any requested extension of the Termination Date (but only if eacha "Non-Extending Lender") Bank agrees shall terminate on the Termination Date in effect prior to extend its Commitmentgiving effect to any such extension (the "Existing Termination Date"), and the Agent principal amount of any outstanding Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender hereunder, shall so notify be due and payable on the Borrower and each BankExisting Termination Date. Notwithstanding the foregoing provisions of this paragraph, whereupon (i) the respective Company shall have the right, pursuant to Section 2.18(b), to replace a Non-Extending Lender with a Lender or other financial institution that will agree to an extension of the Termination Date and (ii) the Company shall have the right, any time prior to the Existing Termination Date, to withdraw its request for an extension under paragraph (b) above by notice to the Administrative Agent (which shall promptly deliver a notice to each Lender), in which case the Commitments of all the Banks shall without further act by any party hereto, Lenders will terminate on the Existing Termination Date and the Maturity Date applicable to all the Loans (including Loans of Non-Extending Lenders) will be extended to the first anniversary of the Termination Date then in effect and (ii) the term "Existing Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Unless previously terminated, the Commitments shall be automatically terminated terminate on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the AgentSection 2.10(d), the Borrower may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments; provided that (i) each reduction of the Total Commitment Commitments shall be in a minimum principal an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or in whole multiples thereof, and no such termination or reduction shall be made which wouldreduce the Commitments if, after giving effect to any prepayments concurrent prepayment of the Loans, the sum of the Revolving Credit Loans on such date reduce Exposures plus the Total Commitment to an amount less than the aggregate principal amount of outstanding Competitive Loans would exceed the Total Exposuretotal Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Total Commitment hereunder Commitments shall be made ratably among the Banks Lenders in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b)Commitments. (d) During the period beginning ninety days prior The Borrower may, by written notice to the first and any subsequent anniversary of the Closing Date and ending on such anniversary, the Borrower may deliver to the Administrative Agent (which shall promptly transmit deliver a copy to each Bankof the Lenders) a notice requesting that the Commitments be extended not less than 30 days and not more than 90 days prior to the first any anniversary of the Termination date hereof, request that the Lenders extend the Maturity Date then in effectand the Commitments for an additional period of one year. Within forty-five days Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after its receipt of any such noticethe Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each Bank shall notify the Agent of its willingness or unwillingness Lender agreeing to extend its Commitmenta requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Bank Lender that shall fail to notify has not so advised the Borrower and the Administrative Agent within by such period day shall be deemed to have declined to extend its Commitmentagree to such extension and shall be a Declining Lender. If each (but only if each) Bank agrees Lenders constituting the Required Lenders shall have agreed to extend its Commitmentan extension request, then the Agent shall so notify Maturity Date shall, as to the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party heretoConsenting Lenders, be extended to the first anniversary of the Termination Maturity Date then theretofore in effect and (ii) effect; provided that the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Maturity Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided pursuant to this Section 2.08(d) on more than two occasions. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in clause effect as to such Lender prior to giving effect to any such extension (i) such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to the termination of the fourth sentence Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of this paragraph and the term Termination Date total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans shall have not exceed the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).total

Termination, Reduction and Extension of Commitments. (a) The Total Commitment shall be automatically terminated on the Termination Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial reduction of the Total Commitment shall be in a minimum principal amount of $5,000,000 or in whole multiples thereof, and no such termination or reduction shall be made which would, after giving effect to any prepayments of Revolving Credit Loans on such date reduce the Total Commitment to an amount less than the amount of the Total Exposure. (c) Each reduction in the Total Commitment hereunder hereunder, other than the scheduled reduction of $5,000,000 as of December 31, 2002, shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During the period beginning ninety days prior to the first and any subsequent anniversary of the Closing then effective Termination Date and ending on sixty (60) days prior to such anniversaryTermination Date, the Borrower may deliver to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of for an additional nine months beyond the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of date nine months after the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Datedate. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have ----------------- declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the ---------------- Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, -------- however, that (i) no such assignment shall conflict with any law or any rule, ------- regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).

Termination, Reduction and Extension of Commitments. (a) The Total Commitment --------------------------------------------------- Commitments shall be automatically terminated on the Termination Date. (b) Subject to the last sentence of this paragraph, upon Upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment. Each ; provided, however, that (i) each partial reduction of the -------- ------- Total Commitment shall be in a minimum principal amount of $5,000,000 1,000,000 or in whole multiples thereof, of $1,000,000 in excess thereof and (ii) no such termination or reduction shall be made which would, after giving effect thereto and to any prepayments of Revolving Credit Loans on such date the Loans, reduce the Total Commitment to an amount less than the aggregate outstanding principal amount of the Total ExposureLoans then outstanding. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower Company shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Facility Fees on the amount of the Commitments so terminated or reduced accrued to as of the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During the period beginning ninety sixty days prior to the first and any subsequent anniversary of the Closing Date and ending on such anniversary, the Borrower Company may deliver to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five 45 days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness so to extend its Commitment. Any Bank that shall fail so to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees all of the Banks agree to extend its Commitmenttheir Commitments, the Agent shall so notify the Borrower Company and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Dateanniversary. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the BorrowerCompany, such agreement to be in form and substance acceptable to the Agent Agent, the Banks and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d)Company.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Commitments shall be automatically terminated on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon Upon at least five three Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment. Each ; provided, however, that (i) each partial reduction of the Total Commitment shall be in an integral multiple of $5,000,000 and in a minimum principal amount of $5,000,000 or in whole multiples thereof, and (ii) no such termination or reduction shall be made which would, after giving effect to any prepayments of Revolving Credit Loans on such date would reduce the Total Commitment to an amount less than the aggregate outstanding principal amount of the Total ExposureCompetitive Loans. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitment PercentagesCommitments. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Facility Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During the period beginning ninety days prior request only two extensions pursuant to this paragraph (d). Each Bank shall, by notice to the first Borrower and the Agent given not more than 10 Business Days after the date of the Agent's delivery of the Borrower's notice, advise the Borrower whether or not such Bank agrees to such extension (and any subsequent anniversary Bank that does not advise the Borrower on or before the 10th Business Day after the date of the Closing Date and ending on such anniversary, the Borrower may deliver to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary Agent's delivery of the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period Borrower's notice shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify advised the Borrower and each Bank, whereupon (i) that it will not agree to such extension). The Borrower shall have the respective Commitments right on or before the Anniversary Date to require any Bank which shall have advised or been deemed to advise the Borrower that it will not agree to an extension of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Maturity Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Extending Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.69.04, except that the $3,500 processing fee set forth in Section 9.04(b)(iv) shall be paid by the Borrower) all its interests, rights and obligations under this Agreement to the applicable Replacement one or more other banks or other financial institutions (any such bank or other financial institution being called a "Substitute Bank; provided"), howeverwhich may include any Bank, provided that (i) no such assignment Substitute Bank, if not already a Bank hereunder, shall conflict with any law or any rule, regulation or order be subject to the approval of any Governmental Authoritythe Borrower and the Agent (which approval shall not be unreasonably withheld) and shall execute all such documentation as the Agent shall reasonably specify to evidence its status as a Bank hereunder, (ii) such assignment shall become effective as of the applicable Replacement Anniversary Date and (iii) such Substitute Bank (or the Borrower) shall pay to the applicable such Non-Electing Extending Bank in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank it hereunder and all other amounts accrued for such Non-Electing Bank's its account or owed to it hereunder hereunder. If (and only if) Banks (including Substitute Banks) holding Commitments that represent at least 75% of the Total Commitment Fees shall have agreed to extend the Existing Maturity Date (the "Continuing Banks"), then, (i) the Maturity Date shall be extended to the date one year after the Existing Maturity Date , and (ii) the Commitment of each Non- Extending Bank (subject to any unpaid costs or expensestransfer and assignment pursuant to paragraph (b) above) shall terminate (but such Bank shall continue to be entitled to the benefits of Sections 2.13, 2.15, 2.19 and 9.05), and (iii) a all Loans of such Non-Electing Extending Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of become due and payable, together with all interest accrued thereon and all other Non-Electing Banks. Ifamounts owed to such Bank hereunder, as a result of on the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d)Existing Maturity Date.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment shall be automatically terminated on the Termination Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments; provided that (i) each reduction of the Total Commitment Commitments shall be in a minimum principal an amount that is an integral multiple of $5,000,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or in whole multiples thereof, and no such termination or reduction shall be made which wouldreduce the Commitments if, after giving effect to any prepayments of Revolving Credit Loans on such date reduce the Total Commitment to an amount less than the amount concurrent prepayment of the Total ExposureLoans in accordance with Section 2.8, the sum of the aggregate Revolving Exposures would exceed the aggregate Commitments. (cb) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (a) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Total Commitment hereunder Commitments shall be made ratably among the Banks applicable Lenders in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b)Commitments. (dc) During the period beginning ninety days prior The Borrower may, by notice to the first and any subsequent anniversary of the Closing Date and ending on such anniversary, the Borrower may deliver to the Administrative Agent (which shall promptly transmit deliver a copy to each Bankof the Lenders) a notice requesting given not less than 30 days and not more than 60 days prior to the Maturity Date at any time in effect, request that the Commitments be extended Lenders extend the Maturity Date for an additional period of not more than 364 days as specified in such notice. Each Lender shall, by notice to the first anniversary of Borrower and the Termination Administrative Agent given not earlier than the 30th day and not later than the 20th day prior to the Maturity Date then in effect. Within forty-five days after its receipt of any , advise the Borrower whether or not it agrees to such extension on the terms set forth in such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank Lender that shall fail to notify has not so advised the Borrower and the Administrative Agent within by such period day shall be deemed to have declined to extend its Commitmentagree to such extension. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower shall have requested and each Bank, whereupon (i) the respective Commitments Lenders representing at least 50% of the Banks aggregate Commitments shall without further act by any party heretohave agreed to an extension of the Maturity Date, then the Maturity Date shall be extended for the additional period and on the terms specified in the Borrower's notice. The decision to the first anniversary agree or withhold agreement to any extension of the Termination Maturity Date hereunder shall be at the sole discretion of each Lender. The Commitment of any Lender that has declined to agree to any requested extension of the Maturity Date (a "Non-Extending Lender") shall terminate on the Maturity Date then in effect prior to giving effect to any such extension (the "Existing Maturity Date"), and (ii) the term "Termination Date" principal amount of any outstanding Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender under the Loan Documents, shall thereafter mean such first anniversary of be due and payable on the then existing Termination Existing Maturity Date. Any such extension shall be evidenced by a written agreement among Notwithstanding the Agentforegoing provisions of this paragraph (c), the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank"i) shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice pursuant to each such Non-Electing Bank and the AgentSection 2.16(b), to replace all (but not less than all) such a Non-Electing Banks (in accordance Extending Lender with and subject a Lender or other financial institution that will agree to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all an extension of the Non-Electing Banks' interests hereunder Maturity Date and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth right, any time prior to the Existing Maturity Date, to withdraw its request for an extension of the Maturity Date by notice to the Administrative Agent (which shall promptly deliver a notice to each Lender), in clause which case the Commitments of all the Lenders (iiincluding Non-Extending Lenders) in such fourth sentence of this paragraph (d)will terminate on the Existing Maturity Date.

Termination, Reduction and Extension of Commitments. (a) The --------------------------------------------------- Total Commitment shall be automatically terminated on the Termination Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial reduction of the Total Commitment shall be in a minimum principal amount of $5,000,000 or in whole multiples thereof, and no such termination or reduction shall be made which would, after giving effect to any prepayments of Revolving Credit Loans on such date reduce the Total Commitment to an amount less than the amount of the Total Exposure. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During the period beginning ninety days prior to the first and any subsequent anniversary of the Closing then effective Termination Date and ending on sixty (60) days prior to such anniversaryTermination Date, the Borrower may deliver to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of for an additional nine months beyond the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of date nine months after the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Datedate. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") ----------------- shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' ---------------- interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no ----------------- such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Commitments shall be automatically terminated on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon Upon at least five three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment. Each ; provided, however, that (i) each partial reduction of the Total Commitment shall be in a minimum principal amount of $5,000,000 or 10,000,000 and in whole integral multiples thereof, thereof and (ii) no such termination or reduction shall be made which would, after giving effect to any prepayments of Revolving Credit Loans on such date would reduce the Total Commitment to an amount less than the aggregate outstanding principal amount of the Total ExposureCompetitive Loans. (c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitment PercentagesCommitments. The Borrower Company shall pay to the Administrative Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Facility Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During Not later than the period beginning ninety date 60 days prior to the first and or any subsequent anniversary of the Closing Date and ending on such anniversarydate hereof, the Borrower Company may deliver to the Administrative Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effectMaturity Date. Within forty-five 30 days after its receipt of any such notice, each Bank shall notify the Administrative Agent of its willingness or unwillingness so to extend its Commitment. Any Bank that shall fail so to notify the Administrative Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees Banks holding a majority in amount of the Commitments agree to extend its Commitmenttheir Commitments, the Administrative Agent shall so notify the Borrower Company and each BankBank that shall have consented to such request, whereupon (i) the respective Commitments of such consenting Banks and each other Bank that shall consent to the Banks extension of its Commitment prior to the expiration of its respective 30-day period shall without further act by any party hereto, be extended to the first anniversary of the Termination Maturity Date then at the time in effect and effect, (ii) the term "Termination Maturity Date" shall thereafter mean thenceforth mean, as to the Loans of such consenting Banks, such first anniversary and (iii) the Commitments of the then existing Termination Date. Any non- extending Banks shall terminate on the Maturity Date in effect prior to such extension and the Loans and other amounts owed to such Banks shall become due and payable on such date. If Banks holding a majority in amount of the Commitments shall not have agreed to extend their Commitments, then none of the Commitments shall be evidenced by a written agreement among the Agent, the Banks extended and the Borrower, such agreement to be in form and substance acceptable to the Agent and the BanksMaturity Date shall remain unchanged. In the event that one or more Banks (each a "Non-Electing Bank") any 33 Bank shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments of other Banks shall have notified the Agent of their desire to extend their Commitmentsbeen extended, the Borrower Company shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Administrative Agent, to replace all (but not less than all) such Non-Electing Banks Bank at any time prior to the termination of such Bank's Commitment (in accordance with and subject to the restrictions contained in Section 9.69.4) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") an assignee willing to purchase all of agree that its Commitment will terminate on the Non-Electing Banks' interests hereunder extended Maturity Date, and such Bank hereby agrees to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.69.4) all its interests, rights and obligations under this Agreement to the applicable Replacement Banksuch assignee; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, Authority and (ii) the applicable Replacement Bank Company or such assignee, as the case may be, shall pay to the applicable Non-Electing affected Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d)hereunder.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Revolving Commitments shall be automatically terminated on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon Upon at least five three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Commitment. Each ; provided, however, that (i) each partial reduction of the Total Revolving Commitment shall be in a minimum principal amount of $5,000,000 or 10,000,000 and in whole integral multiples thereof, thereof and (ii) no such termination or reduction shall be made which would, after giving effect to any prepayments of Revolving Credit Loans on such date would reduce the Total Revolving Commitment to an amount less than the aggregate outstanding principal amount of the Total ExposureCompetitive Loans. (c) Each reduction in the Total Revolving Commitment hereunder shall be made ratably among the Banks Revolving Lenders in accordance with their respective Commitment PercentagesRevolving Commitments. The Borrower Company shall pay to the Administrative Agent for the account of the relevant BanksRevolving Lenders, on the date of each termination or reduction, the Commitment Facility Fees on the amount of the Revolving Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During Not later than the period beginning ninety date 60 days prior to the first and or any subsequent anniversary of the Closing Date and ending on such anniversarydate hereof, the Borrower Company may deliver to the Administrative Agent (which shall promptly transmit to each BankRevolving Lender) a notice requesting that the Revolving Commitments be extended to the first anniversary of the Termination Date then in effectMaturity Date. Within forty-five 30 days after its receipt of any such notice, each Bank Revolving Lender shall notify the Administrative Agent of its willingness or unwillingness so to extend its Commitment. Any Bank Revolving Lender that shall fail so to notify the Administrative Agent within such period shall be deemed to have declined to extend its Revolving Commitment. If each (but only if each) Bank agrees Revolving Lenders holding a majority in amount of the Revolving Commitments agree to extend its Commitmenttheir Revolving Commitments, the Administrative Agent shall so notify the Borrower Company and each BankRevolving Lender that shall have consented to such request, whereupon (i) the respective Revolving Commitments of such consenting Revolving Lenders and each other Revolving Lender that shall consent to the Banks extension of its Revolving Commitment prior to the expiration of its respective 30-day period shall without further act by any party hereto, be extended to the first anniversary of the Termination Maturity Date then at the time in effect and effect, (ii) the term "Termination Maturity Date" shall thereafter mean thenceforth mean, as to the Revolving Loans of such consenting Revolving Lenders, such first anniversary and (iii) the Revolving Commitments of the then existing Termination Date. Any non-extending Revolving Lenders shall terminate on the Maturity Date in effect prior to such extension and the Revolving Loans and other amounts owed to such Revolving Lenders shall become due and payable on such date. If Revolving Lenders holding a majority in amount of the Revolving Commitments shall not have agreed to extend their Revolving Commitments, then none of the Revolving Commitments shall be evidenced by a written agreement among the Agent, the Banks extended and the Borrower, such agreement to be in form and substance acceptable to the Agent and the BanksMaturity Date shall remain unchanged. In the event that one or more Banks (each a "Non-Electing Bank") any Revolving Lender shall have declined or been deemed to have declined to extend its or their Revolving Commitment and Banks holding a majority in amount the Revolving Commitments of the Commitments other Revolving Lender shall have notified the Agent of their desire to extend their Commitmentsbeen extended, the Borrower Company shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank Revolving Lender and the Administrative Agent, to replace all (but not less than all) such Non-Electing Banks Revolving Lender at any time prior to the termination of such Revolving Lender's Revolving Commitment (in accordance with and subject to the restrictions contained in Section 9.69.04) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") an assignee willing to purchase all of agree that its Revolving Commitment will terminate on the Non-Electing Banks' interests hereunder extended Maturity Date, and such Revolving Lender hereby agrees to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.69.04) all its interests, rights and obligations under this Agreement to the applicable Replacement Banksuch assignee; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, Authority and (ii) the applicable Replacement Bank Company or such assignee, as the case may be, shall pay to the applicable Non-Electing Bank affected Revolving Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank Revolving Lender hereunder and all other amounts accrued for such Non-Electing BankRevolving Lender's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d)hereunder.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Commitments shall be automatically terminated terminate on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon Upon at least five three Business Days' ’ prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Commitment. Each Commitments; provided, however, that (i) each partial reduction of the Total Commitment Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 or in whole multiples thereof5,000,000, and (ii) no such termination or reduction shall be made which would, that would reduce the aggregate Commitments to an amount (A) less than the Outstanding Credits on the date of such termination or reduction (after giving effect to any prepayments Section 2.12(b)) or (B) less than $25,000,000, unless the result of Revolving Credit Loans on such date termination or reduction referred to in this clause (B) is to reduce the Total Commitment aggregate Commitments to $0, and (iii) the definition of “LC Committed Amount” set forth in Section 1.01 shall be deemed amended to reflect an amount less than LC Committed Amount equal to the amount aggregate Commitments following such reduction. The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.10(b) and of each Lender’s portion of any such termination or reduction of the Total Exposureaggregate Commitments. (c) Each reduction in the Total Commitment Commitments hereunder shall be made ratably among the Banks Lenders in accordance with their respective Commitments. Once terminated, a Commitment Percentagesmay not be reinstated. The Borrower shall pay to the Administrative Agent for the account of the relevant BanksLenders, on the date of each termination or reductionreduction of the Commitments, the Commitment Fees facility fee payable on the amount of the Commitments under Section 2.05(a) so terminated or reduced accrued to through the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (d) During The Borrower may request two one-year extensions of the period beginning ninety Maturity Date. The Borrower shall make each such request by delivering a written request for same to the Administrative Agent no earlier than 60 days prior to the first and any subsequent anniversary of the Closing Extension Date and ending on such anniversary, the Borrower may deliver no later than 30 days prior to the Agent (which shall promptly transmit to each Bank) a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within fortythen-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination effective Maturity Date. Any such extension shall be evidenced effective on the Maturity Date in effect immediately prior to such extension, if (i) consented to by a written agreement among Majority Lenders (in their sole discretion) within 30 days after such request, (ii) (A) all Advances and other amounts owing under this Agreement to any Non-Extending Lenders are paid in full on the Agent, Maturity Date in effect immediately prior to such extension and (B) the Banks and the Borrower, Commitments are permanently reduced on such agreement to be in form and substance acceptable date by an amount equal to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such eventExtending Lenders, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject except to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement extent that such Commitments are replaced with Commitments from new financial institutions reasonably acceptable to the applicable Replacement Bank; provided, however, Administrative Agent and the XX Xxxxx that (iwill become Lenders hereunder on such date and/or accepted by one or more Lenders that agree(s) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expensesincrease their respective Commitment(s), and (iii) a Non-Electing Bank shall not be required all conditions precedent to sell its interests hereunder unless the making of an Extension of Credit under Section 3.02 have been satisfied on and as of such date and (iv) the Borrower has arranged not withdrawn its request for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d)extension before such date.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Unless previously terminated, the Commitments shall be automatically terminated terminate on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower The Borrowers may at any time in whole permanently terminate, or from time to time permanently reduce, the Total Commitment. Each partial Commitments; provided that (i) each reduction of the Total Commitment Commitments shall be in a minimum principal an amount that is an integral multiple of $US$5,000,000 and not less than US$10,000,000 and (ii) the Borrowers shall not terminate or in whole multiples thereof, and no reduce such termination or reduction shall be made which wouldCommitments if, after giving effect to any prepayments concurrent prepayment of the Loans in accordance with Section 2.11, the total Revolving Credit Loans on such date reduce Exposures would exceed the Total Commitment to an amount less than the amount of the Total Exposuretotal Commitments. (c) The Borrowers to notify the Facility Agents of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Facility Agent shall advise the Lenders of the contents thereof. Each notice delivered by a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Agents on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Total Commitment hereunder Commitments shall be made ratably among the Banks Lenders in accordance with their respective Commitment Percentages. The Borrower shall pay to the Agent for the account of the relevant Banks, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b)Commitments. (di) During The applicable Borrower may, by delivery of a written request (a “Maturity Date Extension Request”) to the period beginning ninety Agents (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to the first and any subsequent or second anniversary of the Closing Effective Date, request that the Lenders of the applicable Class extend the Maturity Date and ending on such anniversaryfor an additional period of one year; provided that there shall be no more than two extensions of the Maturity Date pursuant to this Section. Each Lender shall, by notice to the Company, the Borrower Borrowers and the Agents given not later than the 15th day after the date of the Agents’ receipt of the Borrowers’ Maturity Date Extension Request (or such other date as the Borrowers and the Agents may deliver otherwise agree, which may include extensions of any previously announced date; such date, the “Extension Date”), advise the Borrowers whether or not it agrees to the Agent requested extension (which shall promptly transmit each such Lender agreeing to a requested extension being called a “Consenting Lender”, and each Bank) such Lender declining to agree to a notice requesting that the Commitments be extended to the first anniversary of the Termination Date then in effect. Within forty-five days after its receipt of any such notice, each Bank shall notify the Agent of its willingness or unwillingness to extend its Commitmentrequested extension being called a “Declining Lender”). Any Bank Lender that shall fail to notify has not so advised the Agent within Borrowers and the Agents by such period Extension Date shall be deemed to have declined to extend its Commitmentagree to such extension and shall be a Declining Lender. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments Lenders holding 66⅔% of the Banks aggregate Commitments shall without further act have agreed to a Maturity Date Extension Request by any party heretothe Extension Date, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Maturity Date then theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each 39 Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect and prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). (ii) It is understood that the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the applicable Borrower shall have the right, pursuant to Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender as of the date it agrees to replace such Declining Lender. (iii) Notwithstanding the foregoing provisions of this Section 2.09, no extension of the Existing Maturity Date shall be effective with respect to any Lender unless, on and as of the Extension Date in respect of such extension, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension) and the Agents shall have received a certificate to that effect, dated as of such Extension Date, and executed by a Financial Officer. (iv) On the Existing Maturity Date, if there remain any Declining Lenders and any Revolving Loans are outstanding, the applicable Borrower or Borrowers (A) shall prepay all Revolving Loans then outstanding (including all accrued but not the obligationunpaid interest thereon) and (B) may, at its own expenseor their option, upon notice fund such prepayment by simultaneously borrowing Revolving Loans for the Interest Periods specified in a Borrowing Request delivered pursuant to each such Non-Electing Bank and Section 2.03, which Revolving Loans shall be made by the Agent, to replace all (but not less than all) such Non-Electing Banks (Lenders ratably in accordance with and their respective Commitments (calculated after giving effect to the termination of the Commitments of the Declining Lenders). The payments made pursuant to clause (A) above in respect of each LIBOR Loan shall be subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d)2.16.

Termination, Reduction and Extension of Commitments. (a) The Total Commitment Revolving Commitments shall be automatically terminated on the Termination Maturity Date. (b) Subject to the last sentence of this paragraph, upon Upon at least five three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Commitment. Each ; provided, however, that (i) each partial reduction of the Total Revolving Commitment shall be in a minimum principal amount of $5,000,000 or 10,000,000 and in whole integral multiples thereof, thereof and (ii) no such termination or reduction shall be made which would, after giving effect to any prepayments of Revolving Credit Loans on such date would reduce the Total Revolving Commitment to an amount less than the aggregate outstanding principal amount of the Total ExposureCompetitive Loans. (c) In addition to voluntary reductions under subsection (b), the Total Revolving Commitments shall be permanently reduced by an amount up to $250 million from one hundred percent (100%) of the net cash proceeds received from any Debt Transaction, Equity Transaction or Securitization Transaction (d) Each reduction in the Total Revolving Commitment hereunder shall be made ratably among the Banks Revolving Lenders in accordance with their respective Commitment PercentagesRevolving Commitments. The Borrower Company shall pay to the Administrative Agent for the account of the relevant BanksRevolving Lenders, on the date of each termination or reduction, the Commitment Facility Fees on the amount of the Revolving Commitments so terminated or reduced accrued to the date of such termination or reduction. In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b). (de) During Not later than the period beginning ninety date 60 days prior to the first and or any subsequent anniversary of the Closing Date and ending on such anniversarydate hereof, the Borrower Company may deliver to the Administrative Agent (which shall promptly transmit to each BankRevolving Lender) a notice requesting that the Revolving Commitments be extended to the first anniversary of the Termination Date then in effectMaturity Date. Within forty-five 30 days after its receipt of any such notice, each Bank Revolving Lender shall notify the Administrative Agent of its willingness or unwillingness to extend its Commitment. Any Bank that shall fail to notify the Agent within such period shall be deemed to have declined to extend its Commitment. If each (but only if each) Bank agrees to extend its Commitment, the Agent shall so notify the Borrower and each Bank, whereupon (i) the respective Commitments of the Banks shall without further act by any party hereto, be extended to the first anniversary of the Termination Date then in effect and (ii) the term "Termination Date" shall thereafter mean such first anniversary of the then existing Termination Date. Any such extension shall be evidenced by a written agreement among the Agent, the Banks and the Borrower, such agreement to be in form and substance acceptable to the Agent and the Banks. In the event that one or more Banks (each a "Non-Electing Bank") shall have declined or been deemed to have declined to extend its or their Commitment and Banks holding a majority in amount of the Commitments shall have notified the Agent of their desire to extend their Commitments, the Borrower shall have the right, but not the obligation, at its own expense, upon notice to each such Non-Electing Bank and the Agent, to replace all (but not less than all) such Non-Electing Banks (in accordance with and subject to the restrictions contained in Section 9.6) at any time before the thirtieth (30th) day prior to the Termination Date with one or more assignees (each a "Replacement Bank") willing to purchase all of the Non-Electing Banks' interests hereunder and to agree to extend its or their Commitment in accordance with the notice referred to in the first sentence of this paragraph (d). In such event, each Non-Electing Bank shall promptly upon request transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.6) all its interests, rights and obligations under this Agreement to the applicable Replacement Bank; provided, however, that (i) no such assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority, (ii) the applicable Replacement Bank shall pay to the applicable Non-Electing Bank in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Electing Bank hereunder and all other amounts accrued for such Non-Electing Bank's account or owed to it hereunder (including Commitment Fees and any unpaid costs or expenses), and (iii) a Non-Electing Bank shall not be required to sell its interests hereunder unless the Borrower has arranged for one or more Replacement Banks to acquire the interests of all other Non-Electing Banks. If, as a result of the foregoing, each Bank (including Replacement Banks, but excluding Non-Electing Banks whose interests have been purchased as provided above) has agreed to extend its Commitment, the Commitments shall be extended as provided in clause (i) of the fourth sentence of this paragraph and the term Termination Date shall have the meaning set forth in clause (ii) in such fourth sentence of this paragraph (d).willingness