Common use of Voluntary Termination or Reduction Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, any tranche of Revolving Commitments, ; provided that (i) each such reduction pursuant to this Section shall -53- be in an amount that is $500,000 or a larger multiple of $100,000 and (ii) the Borrower shall not terminate or reduce any tranche of Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment, (y) the Revolving Credit Exposure of any Lender would exceed the Revolving Commitment of such Lender or (z) with respect to any tranche of Revolving Commitments, the sum of the aggregate outstanding principal amount of the outstanding Revolving Loans of Lenders in respect of such tranche of Revolving Commitments plus the aggregate amount of LC Obligations in respect of such tranche of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments of such tranche. The Borrower shall notify the Administrative Agent of any election to terminate or reduce any tranche of Revolving Commitments under this paragraph (b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of such termination may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any tranche of Revolving Commitments shall be permanent. Other than in connection with a prepayment of Loans in accordance with the provisions of Section 2.11(a)(ii), each reduction of any tranche of Revolving Commitments shall be made ratably among the Lenders of such tranche in accordance with their respective Revolving Commitments.

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

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

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

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