Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments and the Swingline Commitment and shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20June 30, 20012007, or such earlier date on which the Merger Agreement terminates, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000, (ii) each partial reduction of the Swingline Commitment shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,000 and (iiiii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the earlier to occur of (i) the making of the Term Loans to be made on the Closing DateRestatement Date and (ii) 5:00 p.m., New York City time, on October 15, 2003. The Revolving Credit Commitments, the Swingline L/C Commitment and the L/C Swingline Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Tender Facility Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon at 5:00 p.m., New York City time, on the making Tender Offer Date. The Term Facility Commitments shall automatically terminate at 5:00 p.m., New York City time, on the last day of the Term Loans to be made Facility Availability Period. The Pre-Merger Revolving Credit Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Pre-Merger Facilities Maturity Date. The Post-Merger Revolving Credit Commitments, Commitments shall automatically terminate on the Swingline Commitment and the Post-Merger Facilities Maturity Date. The L/C Commitment shall automatically terminate at the earlier-of (i) 5:00 p.m., New York City time, on the sixth Business Day prior to the Post-Merger Facilities Maturity Date and (ii) the termination of the Post-Merger Revolving Credit Maturity DateCommitments. Notwithstanding the foregoing, (i) all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20December 1, 20011995, if the initial Credit Event shall not have occurred by such time and (ii) the Post-Merger Revolving Credit Commitments and the Term Facility Commitments shall automatically terminate at 5:00, New York City time, on the Pre-Merger Facilities Maturity Date unless the Merger shall previously have been consummated. (b) Upon at least three Business Daysnays' prior irrevocable written or fax telephonic notice to the Administrative AgentAgent (confirmed in writing), the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Tender Facility Commitments, the Term Facility Commitments, the Pre-Merger Revolving Loan Commitments or the Post-Merger Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments with respect to any Facility shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time.. Any payment of Revolving Loans pursuant to Section 2.13(a) or 2.13 (c) Each reduction in shall automatically reduce the Term Loan Commitments or the applicable Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on by the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionpayment.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Any Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment Commitments shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding Any L/C Commitment shall automatically terminate on the foregoingearlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date five days prior to the Revolving Credit Maturity Date. On the day a prepayment is required under Section 2.13(e), all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such timeday. (b) Upon at least three Business Days' ’ prior irrevocable written written, fax or fax electronic mail notice to the Administrative Agent, the Borrower may, without premium or penalty, Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit CommitmentsCommitments (if any); provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 5,000,000, and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time; provided further that, if a notice of termination of the Revolving Credit Commitments is given in connection with a conditional notice of optional prepayment as contemplated by Section 2.12(d), then such notice of termination may be revoked if such notice of optional prepayment is revoked in accordance with Section 2.12(d). (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower Borrowers shall pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders, on the date of each termination or reductionreduction of the Revolving Credit Commitments, the Unused Commitment Fees Fees, as applicable, on the amount of the Commitments Revolving Credit Commitments, so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The US$ Term Loan Commitments (other than any Incremental and the Euro Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) Commitments shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20June 30, 20012004, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments and the Swingline Commitment and shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 5 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20October 9, 20012012, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, unutilized portions of the Term Loan Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and 5,000,000, (ii) each partial reduction of the Swingline Commitment shall be in an integral multiple of $250,000 and in a minimum amount of $1,000,000, (iii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the timetime and (iv) any such termination or reduction notice 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. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction. (d) The Tranche B Commitments shall automatically terminate upon the funding of the Tranche B Term Loans to be made on the Amendment No. 1 Effective Date. (e) The Tranche B-2 Commitments shall automatically terminate upon the funding of the Tranche B-2 Term Loans to be made on the Amendment No. 2 Effective Date.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments and the Swingline Commitment and shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 5 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20October 9, 20012012, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, unutilized portions of the Term Loan Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and 5,000,000, (ii) each partial reduction of the Swingline Commitment shall be in an integral multiple of $250,000 and in a minimum amount of $1,000,000, (iii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the timetime and (iv) any such termination or reduction notice 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. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments and the Swingline Commitment and shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20January 31, 2001, 2008 if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 250,000 and in a minimum amount of $5,000,000 1,000,000, (ii) each partial reduction of the Swingline Commitment shall be in an integral multiple of $250,000 and in a minimum amount of $500,000 and (iiiii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, Refinancing Term Commitments, or Extended Commitment to provide a Term Loan, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement, Refinancing Amendment or Extension Amendment, as applicable) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments shall automatically terminate on the Swingline applicable Revolving Credit Maturity Date. The Swing Line Commitment and shall automatically terminate on the Original Revolving Credit Maturity Date (unless the Swing Line Lender elects to extend the maturity of its Swing Line Commitment). The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date five (5) Business Days prior to the Original Revolving Credit Maturity Date. Notwithstanding Date (unless the foregoing, all applicable Issuing Bank elects to extend the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such timematurity of its L/C Commitment). (b) Upon at least three (3) Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Revolving Credit Commitments, the Term Loan Commitments or the Revolving Credit CommitmentsSwing Line Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000, (ii) each partial reduction of the Swing Line Commitment shall be in an integral multiple of $250,000 and in a minimum amount of $1,000,000 and (iiiii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Revolving Credit Commitments or the Revolving Credit Term Loan Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate Unless previously terminated in accordance with the applicable Incremental Term terms hereof, (i) the Construction Loan Assumption Agreement) Commitments shall automatically terminate upon at 5:00 p.m., New York City time, on the making of Construction Loan Maturity Date, (ii) the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Term Loan Maturity Date, (iii) the Revolving Credit Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date and (iv) the Backstop LC Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Backstop LC Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20April 2, 20012007, if the initial Initial Credit Event shall not have occurred by such time. (b) On the date of the Permitted Tax-Exempt Bond Refinancing, all of the Backstop LC Commitments shall automatically terminate. (c) On the date of any Change of Control, all Commitments shall automatically terminate. (d) [Intentionally Reserved]. (e) Concurrent with the application of the proceeds of any mandatory prepayment pursuant to Section 2.13(g) below, the Commitment corresponding to the principal amount of the applicable Loan being repaid shall automatically terminate. (f) Upon at least three (3) Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Backstop LC Commitments, the Construction Loan Commitments, the Term Loan Commitments or and the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Construction Loan Commitments, the Term Loan Commitments or and the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 100,000 and in a minimum amount of $5,000,000 and 1,000,000, (ii) the aggregate Construction Loan Commitments and the aggregate Term Loan Commitments, as applicable, shall not be reduced to an amount that is less than the outstanding aggregate Construction Loan Commitments then in effect, (iii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure then in effect, (iv) the Borrower shall have demonstrated to the reasonable satisfaction of the Controlling Party (and shall have certified to the Administrative Agent, the Lenders and the Loan Insurer) that it has sufficient funds available to it (taking into remaining Commitments available to it and amounts on deposit in the Construction Account) to achieve Completion by the Date Certain, and the Independent Engineer shall have verified the same, (v) the Borrower may only terminate all (but not part) of the Backstop LC Commitments and such termination may only occur concurrently with the consummation of the Permitted Tax-Exempt Bond Refinancing and (vi) in connection with any such reduction or termination of any of the Commitments under this clause (f) (other than (A) the reduction of any of the Backstop LC Commitments, (B) the reduction of any of the Revolving Credit Commitments and (C) in connection with the first $20,000,000 in aggregate reductions in the Construction Loan Commitments on account of (x) Project Cost underruns incurred prior to Term-Conversion and (y) prepayments of Construction Loans with Tax-Exempt Bond proceeds remaining unused at Term-Conversion to the timeextent such Construction Loans have been used for purposes otherwise eligible for funding with Tax-Exempt Bond proceeds) the Commitment Reduction Premium shall be payable by the Borrower if such Commitments are reduced or terminated on or before the fifth (5th) anniversary of the Closing Date. (cg) Each reduction in the Backstop LC Commitments, the Construction Loan Commitments, the Term Loan Commitments or and the Revolving Credit Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable CommitmentsPro Rata Percentages. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, the date that is five months after the Closing Date if the initial Credit Event Funding Date shall not have occurred by on or prior to such date but in any event no later than 5:00 p.m., New York City time, on July 16, 2010. (b) Upon at least three one Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time prior to the Funding Date in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the such Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 5,000,000 and in a minimum principal amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time5,000,000. (c) Each reduction in If, prior to the Funding Date, the Borrower issues Permitted Unsecured Notes (including for proceeds that are deposited into an escrow account pending the Funding Date), then the Term Loan Commitments or shall automatically be reduced at the Revolving Credit Commitments hereunder shall be made ratably among time of any such issuance, on a pro rata basis, by an amount equal to the Lenders in accordance with their respective applicable Commitments. Net Cash Proceeds of any such issuance. (d) The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reductionreduction of Term Loan Commitments, the Commitment Fees fee on the amount of the Term Loan Commitments so terminated or reduced accrued required to but excluding be paid pursuant to Section 2.05(a)(i). (e) Nothing in this Section 2.09 shall prejudice any rights that the Borrower may have against any Lender that fails to lend as required hereunder prior to the date of such termination or reductionof any Term Loan Commitment.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than (i) the Delayed Draw Term Loan Commitments, which shall be reduced pro tanto by the making of Delayed Draw Term Loans and which shall terminate on the Delayed Draw Commitment Termination Date, and (ii) any Incremental Term Loan Commitments, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments and the Swingline Commitment and shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 10 Business Days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20October 31, 20012007, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 3,000,000, (ii) each partial reduction of the Swingline Commitment shall be in an integral multiple of $250,000 and in a minimum amount of $1,000,000 and (iiiii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Term Loan Commitments, the Revolving Credit Commitments or the Swingline Commitment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, 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. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than Reducing Line of Credit and any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making obligation of the Term Loans Bank to make Reducing Line of Credit Advances and issue or cause to be made on the Closing Date. The Revolving issued Letters of Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Termination Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three (3) Business Days' prior irrevocable written or fax telecopy notice to the Administrative AgentBank, the Borrower may, without premium or penalty, may at any time in whole permanently terminateterminate the Reducing Line of Credit and Bank’s obligation, if any, to make Reducing Line of Credit Advance and issue or cause to be issued Letters of Credit and thereby reduce the Reducing Line of Credit Maximum Borrowing Amount to Zero Dollars ($0.00). A termination of the Reducing Line of Credit in whole shall be accompanied by payment of (i) the entire outstanding principal amount of the Reducing Line of Credit Loan, (ii) unpaid accrued interest on the Reducing Line of Credit Loan and (iii) fees required under Section 1.1 (f). Upon at least three (3) Business Days’ irrevocable written or telecopy notice to Bank, the Borrower may at any time or from time to time in part permanently reduce, reduce the Term Loan Commitments or the Revolving Reducing Line of Credit CommitmentsMaximum Borrowing Amount; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Reducing Line of Credit Commitments Maximum Borrowing Amount shall be in an integral multiple of $1,000,000 100,000.00 and in a minimum principal amount of $5,000,000 1,000,000.00; and (ii) provided further, that the Total Revolving Credit Commitment Borrower shall not be reduced permitted to an amount that is less than reduce the Reducing Line of Credit Maximum Borrowing Amount if, as a result the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the aggregate principal amount of the Commitments so terminated or outstanding Reducing Line of Credit Loan and the LC Exposure would exceed such reduced accrued to but excluding amount of the date Reducing Line of such termination or reductionCredit Maximum Borrowing Amount.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making funding of the Term Loans to be made requested by the Borrower and funded by the Lenders, on the Closing Effectiveness Date. The Revolving Credit Commitments, the Swingline Commitment Commitments and the L/C Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20June 1, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Tranche A Commitments, the Tranche B Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Tranche A Commitments, the Tranche B Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of (A) the Aggregate Revolving Credit Exposure at the timetime and (B) any portion of the Total Revolving Credit Commitment at the time being held available to fund the purchase of additional assets, as contemplated by the definition of "Asset Sale" in Article I. (c) On each Revolving Credit Reduction Date, the Revolving Credit Commitments shall be permanently reduced by such amount as shall be necessary in order that the Total Revolving Credit Commitment will not exceed the amount set forth below opposite such date: Date Amount ---- ------ December 31, 2004 $90,000,000 December 31, 2005 $80,000,000 December 31, 2006 $65,000,000 Revolving Credit Maturity Date 0 (d) The Revolving Credit Commitments shall be automatically and permanently reduced by the amount of any prepayment of the Revolving Loans pursuant to paragraph (b), (c) or (e) of Section 2.13. (ce) Each reduction in the Term Loan Tranche A Commitments, the Tranche B Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account accounts of the applicable Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees due on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall be automatically terminate and permanently terminated at 5:00 p.m., New York City time, on July 20the Effectiveness Date. The Tranche A Reimbursement Commitments shall be automatically and permanently terminated at 5:00 p.m., 2001New York City time, if on the initial Business Day next preceding the Tranche A Maturity Date. The Revolving Credit Event Commitments shall not have occurred by such be automatically and permanently terminated at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, any of the Term Loan Tranche A Reimbursement Commitments or the Revolving Credit Commitments; providedPROVIDED, howeverHOWEVER, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit any Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 (or, if less, the remaining amount of the applicable Commitments), (ii) the Total Tranche A Reimbursement Commitment shall not be reduced to an amount that is less than the Tranche A Exposure at the time and (iiiii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) The Tranche A Reimbursement Commitments shall be automatically and permanently reduced at 5:00 p.m., New York City time, on each Installment Date by the portion of the amount set forth in Section 2.11(a) for such Installment Date under the caption "Tranche A Term Loan Amount and Tranche A Exposure" allocated to reduce the Tranche A Exposure pursuant to Section 2.11(c). (d) The Tranche A Reimbursement Commitments shall be automatically and permanently reduced by an amount equal to any amount applied to reduce the Tranche A Exposure pursuant to paragraph (a), (d) or (e) of Section 2.12. (e) The Revolving Credit Commitments shall be automatically and permanently reduced by an amount equal to any amount applied under paragraph (d) or (e) of Section 2.12 to prepay Revolving Credit Borrowings (or that would have been required to be so applied if Revolving Credit Borrowings equal to such amount had been outstanding). (f) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees and, to the extent applicable, L/C Participation Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate Unless previously terminated in accordance with the applicable Incremental terms hereof, (i) the Term Loan Assumption Agreement) Commitments shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Date and (ii) the Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20January 31, 20012007, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or Commitments, the Revolving Credit Commitments or the Swingline Commitment shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the timethen in effect. (c) Each reduction in the Term Loan Commitments or the Commitments, Revolving Credit Commitments or Swingline Commitment hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable CommitmentsPro Rata Percentages. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall be automatically terminate terminated at 5:00 p.m., the Administrative Agent's close of business in New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such timeMaturity Date. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, Holdings (on behalf of all the Borrower may, without premium or penalty, Borrowers) may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit CommitmentsTotal Commitment; providedPROVIDED, howeverHOWEVER, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments Total Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 or if less, the remaining total Commitment and (ii) no such termination or reduction shall be made which would reduce the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum aggregate outstanding principal amount of the Aggregate Revolving Credit Exposure at the timeStandby Loans. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments Total Commitment hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower Holdings shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding not including the date of such termination or reduction. (d) Each reduction in the Total Commitment hereunder shall reduce the Lenders' Tranche B/C Commitments to the extent of the amount of such Tranche B/C Commitments that shall remain in effect at the time of such reduction, and thereafter shall reduce the Lenders' Tranche A Commitments.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments and the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments The L/C Commitment shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial earlier to occur of (i) the termination of the Revolving Credit Event shall not have occurred by such timeCommitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and 500,000, (ii) each partial reduction of the Swingline Commitment shall be in a minimum amount an integral multiple of $5,000,000 100,000 and (iiiii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Original Term Loan Commitments (other than any terminated on the Original Closing Date. The Incremental Term Loan Commitments, which shall terminate in accordance with Tranche A Commitments and the applicable Incremental Term Loan Assumption Agreement) Tranche C Commitments shall automatically terminate upon the making of the Term Loans to be made at 7:00 p.m., Dallas time, on the First Amended and Restated Credit Agreement Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment Commitments shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Incremental Tranche A Commitments and the Tranche C Commitments shall automatically terminate at 5:00 7:00 p.m., New York City Dallas time, on July 2031, 20012002, if the initial First Amended and Restated Credit Event Agreement Closing Date shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, (i) the Borrower may, without premium or penalty, Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Tranche C Commitments or the Revolving Credit Commitments and (ii) the Subsidiary Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Incremental Tranche A Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower Company shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments and the Swingline Commitment and shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July August 20, 20012004, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. Each notice delivered by the Borrower pursuant to this Section 2.09(b) shall be irrevocable; provided, however, that a notice of termination of Revolving Credit 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 of such other credit facilities) if such condition is not satisfied. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment Commitments and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20September 29, 20011995, if the initial first Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time, unless Section 2.13 (a) is complied with. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Funded Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall be automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate terminated at 5:00 p.m., New York City time, on July 20the Closing Date. The Unfunded Term Loan Commitments shall be automatically terminated at 5:00 p.m., 2001New York City time, on January 31, 1996, provided that the KPR Letter of Credit shall have been fully drawn, terminated or canceled by that time. The Revolving Credit Commitments, the LC Commitment and the Acquisition Loan Commitments shall be automatically terminated at 5:00 p.m., New York City time, on the Maturity Date, the LC Maturity Date and the Acquisition Loan Commitment Termination Date, respectively. Notwithstanding the foregoing, all the Commitments and the LC Commitment shall be automatically terminated at 5:00 p.m., New York City time, on December 29, 1995, if the initial Credit Event shall Borrowing under the Facilities has not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telex notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Revolving Credit Commitments or the Revolving Credit Acquisition Loan Commitments; provided, however, that (i) each partial reduction of the Term Loan Revolving Credit Commitments or the Revolving Credit Acquisition Loan Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and 1,000,000, (ii) the Total Revolving Credit Commitment Borrower shall not be reduced permitted to an terminate or reduce the Revolving Credit Commitments if (A) as the result of such termination or reduction, the LC Commitment would exceed the aggregate remaining amount that is less than the sum of the Aggregate Revolving Credit Exposure at Commitments, (B) as the timeresult of such termination or reduction, the Revolving Credit Utilization would exceed the aggregate remaining Revolving Credit Commitments, or (C) unless the Term Loans and Acquisition Loans have been paid in full and the Acquisition Loan Commitment has terminated. The LC Commitment may be voluntarily terminated or reduced by the Borrower as provided in Section 3.07. (c) Each reduction in the Term Loan Commitments Revolving Credit Commitments, the LC Commitment or the Revolving Credit Acquisition Loan Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment Commitments shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such timeDate and as set forth in Section 2.20. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and 1,000,000, (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time, (iii) the Borrower may condition a notice of termination of all of the Revolving Credit Commitments upon the effectiveness of a replacement financing, and (iv) the Borrower may condition a notice of termination of the Revolving Credit Commitments (or, if applicable, the Revolving Credit Commitments of the Exiting Banks) upon the consummation of a Change in Control. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder hereunder, other than a reduction resulting from the termination of the Exiting Banks’ Revolving Credit Commitments in connection with a Change in Control Amendment, shall be made ratably among the Lenders in accordance with their respective applicable Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination of the Revolving Credit Commitments (or reductionthe Exiting Banks’ Revolving Credit Commitments, as the case may be), all accrued and unpaid Commitment Fees on relating to the amount of the Commitments so terminated or reduced accrued to same but excluding the date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the earlier to occur of (i) the making of the Term Loans to be made on the Closing DateDate and (ii) 5:00 p.m., New York City time, on April 30, 2005. The Revolving Credit Commitments, the Swingline L/C Commitment and the L/C Swingline Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Datelast day of the Availability Period. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20February 15, 20012009, if the initial first Credit Event shall not have occurred by such timetime in accordance with Section 4.01 and 4.02. The Commitment of each Lender shall automatically be reduced on the date of each Loan by such Lender in an amount equal to the principal amount of such Loan. If on any date that a repayment is required to be made pursuant to Section 2.11 or a mandatory prepayment is required to be made pursuant to Section 2.13 the aggregate principal amount of the required payment or prepayment exceeds the aggregate principal amount of outstanding Loans, then the Commitments (if any) shall be automatically reduced by an amount equal to the lesser of the amount of the Commitments and the amount of such excess. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time5,000,000. (c) Each Except with respect to any reduction pursuant to the penultimate sentence of Section 2.09(a), each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Delayed Draw Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Initial Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20October 31, 20012004, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Term Loan Revolving Credit Commitments (other than any Incremental Term Loan Commitments, which and the Letter of Credit Commitment shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall be automatically terminate upon the making of the Term Loans to be made terminated on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telex notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments thereof shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 1,000,000 and (ii) the Total aggregate Revolving Credit Commitment shall Commitments may not be reduced to an amount that which is less than the sum Letter of the Aggregate Revolving Credit Exposure Commitment at the time. (c) In the event and on each occasion that a prepayment of Term Borrowings would be required under Section 2.12(c), (d) or (e) after the Term Borrowings shall have been fully repaid, then the Revolving Credit Commitments shall be automatically and permanently reduced at the time and in the amount of the prepayment that would have been required. (d) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Participating Lenders in accordance with their respective applicable Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Participating Lenders, on the date of each termination or reductionreduction in the Revolving Credit Commitments, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding through the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which and the LC Commitments shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall be automatically terminate upon the making of the Term Loans to be made terminated on the Closing earlier of (i) the Maturity Date and (ii) the Change in Control Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments Total Commitment or the Revolving Credit CommitmentsTotal LC Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments Total Commitment or the Revolving Credit Commitments Total LC Commitment, as the case may be, shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and 5,000,000; (ii) no such termination or reduction shall be made which would reduce the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at aggregate outstanding principal amount of the timeLoans and the LC Exposure, (iii) no such termination or reduction shall be made which would reduce the Total Commitment below the Total LC Commitment and (iv) no such termination or reduction shall be made which would reduce the Total LC Commitment below the LC Exposure. (c) Each reduction in the Term Loan Commitments Total Commitment or the Revolving Credit Commitments Total LC Commitment hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments or LC Commitments, as applicable. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reductionreduction hereunder, the Commitment Fees Facility Fee on the amount of the Commitments so terminated or reduced accrued to but excluding through the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall be automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate terminated at 5:00 p.m., New York City time, on July 20the Closing Date. The Revolving Credit Commitments and the LC Commitment shall be automatically terminated at 5:00 p.m., 2001New York City time, on the Revolving Credit Maturity Date and the LC Maturity Date, respectively. Notwithstanding the foregoing, all the Commitments and the LC Commitment shall be automatically terminated at 5:00 p.m., New York City time, on April 30, 1997, if the initial Credit Event shall borrowing under either of the Facilities has not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; providedPROVIDED, howeverHOWEVER, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 500,000 and in a minimum principal amount of $5,000,000 3,000,000 and (ii) the Total Revolving Credit Commitment Borrower shall not be reduced permitted to an terminate or reduce the Revolving Credit Commitments if, as the result of such termination or reduction, (A) the LC Commitment would exceed the aggregate remaining amount that is less than the sum of the Aggregate Revolving Credit Exposure at Commitments or (B) the timeRevolving Credit Utilization would exceed the aggregate remaining Revolving Credit Commitments. The LC Commitments may be voluntarily terminated or reduced by the Borrower as provided in Section 3.07 (c) The Revolving Credit Commitments and the LC Commitments shall be permanently reduced as provided in Section 2.13(e). (cd) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction. (e) Nothing in this Section 2.09 shall prejudice any rights that the Borrower may have against any Lender that fails to lend as required hereunder prior to the date of termination of any Commitment.

Termination and Reduction of Commitments. (a) The Term Loan Tranche A Commitments (other than any Incremental Term Loan Commitments) shall automatically terminate at 5:00 p.m., which shall terminate in accordance with New York City time, on the last day of the Tranche A Term Loan Availability Period. Unless terminated earlier pursuant to the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Incremental Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20the Incremental Facility Cutoff Date. The Tranche B Commitments shall automatically terminate at 5:00 p.m., 2001New York City time, if on the initial Restatement Date. The Revolving Credit Event Commitments and the L/C Commitments shall not have occurred by such timeautomatically terminate on the Revolving Credit Maturity Date. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 10,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) If any prepayment of Term Loans would be required pursuant to Section 2.13 but cannot be made because there are no Term Loans outstanding, or because the amount of the required prepayment exceeds the outstanding amount of Term Loans, then, on the date that such prepayment is required, the Revolving Credit Commitments shall be reduced by an aggregate amount equal to the amount of the required prepayment or the excess of such amount over the outstanding amount of Term Loans, as the case may be, on the day any such prepayment of Term Loans is, or would be, required by Section 2.13. 37 37 (d) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20September 30, 20011997, if the initial Credit Event Restatement Effective Date shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative AgentAgent given by telephone (promptly confirmed by written or telecopy notice), the Borrower may, without premium or penalty, Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, reduce the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) On or prior to August 15, 2002, the Borrowers shall permanently reduce the Total Commitments to an aggregate amount not greater than $325,000,000. (d) Not less than one year following receipt by the Parent Borrower or any Subsidiary of any Net Cash Proceeds from any Asset Sale, the Borrowers shall permanently reduce the Commitments by an amount equal to 50% of such Net Cash Proceeds, but only as and to the extent provided in Section 6.05(f). (e) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments Total Commitment hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower Borrowers shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20April 17, 20011999, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments shall automatically be reduced pro tanto upon the making of each Term Loan and shall automatically terminate (other than any Incremental Term Loan Commitments, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement) shall automatically terminate upon at 5:00 p.m. (New York City time) on the making last day of the Term Loans to be made on the Closing DateDelayed Draw Availability Period. The Revolving Credit Commitments, Commitments and the Swingline Commitment and shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July May 20, 20012005, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to this Section 2.09. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Tranche B Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Tranche A Commitments shall automatically be reduced on the date of each borrowing of Tranche A Term Loans by an amount equal to the Dollar Equivalent of the aggregate principal amount of Tranche A Term Loans so borrowed, and any remaining unused Tranche A Commitments shall automatically terminate at 5:00 p.m., New York City time, on the last day of the Tranche A Term Loan Availability Period; provided, however, that upon not less than five Business Days' prior irrevocable written or telecopy notice from Terex, Terex may elect to convert the unused Tranche A Commitments to Revolving Credit Commitments on or prior to the last day of the Tranche A Term Loan Availability Period. The Revolving Credit Commitments, the Swingline Commitment Commitments, the A/C Fronting Commitments and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20April 30, 20011998, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, Terex may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Tranche A Commitments, the Tranche B Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of either of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in either of the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower Terex shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Facility Fees on the amount of the any Tranche A Commitments or Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., Eastern time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City Eastern time, on July 20November 30, 20012003, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax telecopy notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. Any such termination or reduction will be without premium or penalty, subject to the provisions of Section 2.16. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class so terminated or reduced accrued to but excluding the date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit CommitmentsCommitments shall be automatically terminated at 5:00 p.m., the Swingline Commitment and the L/C Commitment shall automatically terminate Charlotte time, on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments The Swingline Commitment shall be automatically terminate terminated at 5:00 p.m., New York City Charlotte time, on July 20, 2001, if the initial Credit Event shall not have occurred by such timeSwingline Maturity Date. (b) Upon at least three five Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an aggregate principal amount which is equal to $1,000,000 or an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 thereof and (ii) the Total Revolving Credit Commitment Borrower shall not be reduced to an amount that is less than comply with the sum provisions of the Aggregate Revolving Credit Exposure at the timeSection 2.12(c). (c) The Revolving Credit Commitments shall be permanently reduced, after all outstanding Term Loans have been paid in full, by 100% of the amount of any mandatory prepayment of Revolving Loans, Swingline Loans and reduction of Letter of Credit Exposure that is required pursuant to Section 2.12(e) or (f), as provided in Sections 2.12(g) and (h) (and, in the event that the amount of any Net Cash Proceeds referred to in Section 2.12(e) or any portion of Excess Cash Flow referred to in Section 2.12(f) which is allocable to the Revolving Loans, the Swingline Loans and Letter of Credit Exposure exceeds the Dollar Amount of all outstanding Revolving Loans, Swingline Loans and Letter of Credit Exposure, the Revolving Credit Commitments shall be further reduced by 100% of such excess). Any such reduction shall be effective at the time the related mandatory prepayment is (or would be) required to be made. (d) In the event and on each occasion that the Revolving Credit Commitments shall be permanently reduced to an amount less than $2,000,000, the Swingline Commitment shall be reduced at the same time by an amount sufficient to cause the Swingline Commitment not to exceed the Revolving Credit Commitments. (e) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective applicable Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders, on the date of each termination or reductionreduction of the Revolving Credit Commitments, the Commitment Fees Fee on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Unless earlier terminated pursuant to the terms hereof, the Revolving Credit Commitments, Commitments and the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall, with respect to issuance of Letters of Credit, automatically terminate on the earlier to occur of (i) the date 30 days prior to the Revolving Credit Maturity Date and (ii) the termination of the Revolving Credit Commitments. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001the date hereof, if the initial Credit Event shall not have occurred by such timetime (other than as a result of a breach of this Credit Agreement by any Lender). (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, Parent may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Incremental Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Incremental Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Incremental Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower Borrowers shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the accrued but unpaid Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments and the Swingline Commitment and shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20May 19, 20012007 or (x) such later date, not to exceed August 19, 2007, if the termination date contemplated by Section 7.01(b)(i) of the Merger Agreement is extended in accordance with the terms thereof, or (y) such earlier date on which the Merger Agreement terminates, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 500,000 and in a minimum amount of $5,000,000 1,000,000, (ii) each partial reduction of the Swingline Commitment shall be in an integral multiple of $250,000 and in a minimum amount of $1,000,000 and (iiiii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Initial Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20November 7, 20012005, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20October 29, 20011999, if the initial Credit Event conditions set forth in Section 4.02 shall not have occurred been met by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account accounts of the applicable Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees due on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Revolving Credit Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with and the applicable Incremental Term Loan Assumption Agreement) Swingline Commitment shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m. (New York City time) on the Closing Maturity Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 500,000 and in a minimum amount of $5,000,000 1,000,000 and (ii) the Total total Revolving Credit Commitment Commitments shall not be reduced to an amount that is less than the sum of the Aggregate aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable CommitmentsPro Rata Percentages. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction, and no Commitment Fee on the amount of Revolving Credit Commitments so terminated or reduced shall accrue thereafter.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20August 30, 20012000, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum greater of the Aggregate Revolving Credit Exposure at the timetime or $50,000,000. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Existing Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate terminated upon the making of the Existing Term Loans to be made on the Closing DateLoans. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Additional Term Loan Commitments shall be automatically terminate terminated at 5:00 p.m., New York City time, on July 20the Restatement Closing Date. The Revolving Credit Commitments and the LC Commitment shall be automatically terminated at 5:00 p.m., 2001New York City time, on the Revolving Credit Maturity Date and the LC Maturity Date, respectively. Notwithstanding the foregoing, all the Additional Term Loan Commitments shall be automatically terminated at 5:00 p.m., New York City time, on December 31, 1998, if the initial Credit Event shall borrowing under the Additional Term Loan Facility has not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Additional Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit such Commitments shall be in an integral multiple of $1,000,000 500,000 and in a minimum principal amount of $5,000,000 3,000,000 and (ii) the Total Revolving Credit Commitment Borrower shall not be reduced permitted to an terminate or reduce the Revolving Credit Commitments if, as the result of such termination or reduction, (A) the LC Commitment would exceed the aggregate remaining amount that is less than the sum of the Aggregate Revolving Credit Exposure at Commitments or (B) the timeRevolving Credit Utilization would exceed the aggregate remaining Revolving Credit Commitments. The LC Commitments may be voluntarily terminated or reduced by the Borrower as provided in Section 3.07. (c) The Revolving Credit Commitments and the LC Commitments shall be permanently reduced as provided in Section 2.13(e). (d) Each reduction in the Additional Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction. (e) Nothing in this Section 2.09 shall prejudice any rights that the Borrower may have against any Lender that fails to lend as required hereunder prior to the date of termination of any Commitment.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Termination Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all (i) the Commitments Revolving Credit Commitment, the Swingline Commitment and the L/C Commitment shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, the Termination Date if the initial Credit Event Borrowing hereunder shall not have occurred by such timetime and (ii) the Commitments shall automatically terminate if the Offer lapses or is withdrawn. (b) Upon at least three Business Days' prior (or, with respect to the period commencing on the Closing Date and ending on the date of the initial Acquisition Borrowing hereunder, same day) irrevocable written or fax telecopy notice to the Administrative Paying Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 10,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Paying Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which hereunder shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding earliest of (i) the foregoingdate on which the Borrower informs the Banks that it has decided not to proceed with the Transactions, all the Commitments shall automatically terminate at or (ii) 5:00 p.m., New York City time, on July 20the earlier of the Initial Borrowing Date or June 30, 20012000, if the initial Credit Event is not made on or before such date. The L/C Commitment and the Revolving Credit Commitments shall automatically terminate on the earliest of (i) the Maturity Date, (ii) the date on which the Borrower informs the Banks that it has decided not to proceed with the Transactions, or (iii) 5:00 p.m., New York City time, June 30, 2000, if the initial Credit Event shall not have occurred by such time. (b) The Revolving Credit Commitments, subject to Section 2.12(a), shall be permanently reduced by the amount of any amount allocated to the Revolving Loans pursuant to Section 2.12(c). (c) Upon at least three one Business Days' Day prior irrevocable written or fax telecopy notice to the Senior Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral (1) a multiple of $1,000,000 and in a minimum amount of $5,000,000 or (2) in the full remaining amount of the Term Loan Commitments or the Revolving Credit Commitments, as the case may be, and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at Exposure. If no Term Loans are outstanding, the timeRevolving Credit Commitments shall automatically be reduced by the amount of any mandatory prepayment that would otherwise have been applied to the prepayment of Term Loans pursuant to Section 2.08(b). (cd) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders Banks in accordance with their respective applicable Commitments. The Borrower shall pay to the Senior Administrative Agent for the account of the applicable LendersBanks, on the date of each termination or reduction, the Senior Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20the Second Restatement Closing Date. The Revolving Credit Commitments and the L/C Commitment shall automatically terminate at 5:00 p.m., 2001New York City time, if on the initial Revolving Credit Event shall not have occurred by such timeMaturity Date. (b) The Revolving Credit Commitments shall be automatically reduced as provided in Section 2.13. (c) Upon at least three Business Days' Days prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; providedPROVIDED, howeverHOWEVER, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in (1) an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 3,000,000 or (2) in the full remaining amount of the Revolving Credit Commitments, as the case may be, and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (cd) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments (other than any Incremental Revolving Credit Commitments, which shall terminate as provided in the related Incremental Assumption Agreement) and the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitments shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20February 28, 20012011, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, applicable Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 500,000 and in a minimum amount of $5,000,000 2,000,000, (ii) each partial reduction of the Swingline Commitment shall be in an integral multiple of $100,000 and in a minimum amount of $500,000 and (iiiii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure (without taking into account Letters of Credit that have been cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent) at the time. Notwithstanding anything to the contrary contained in this Agreement, the applicable Borrowers may rescind any notice of termination under this Section 2.09 if such termination would have resulted from a refinancing of all of the relevant Loans, which refinancing shall not be consummated or shall otherwise be delayed. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Each Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, of any Revolving Credit Commitments, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Unless previously terminated, the Revolving Credit Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with and the applicable Incremental Term Loan Assumption Agreement) Swingline Commitment shall automatically terminate upon the making of the Term Loans to be made on the Closing Maturity Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., p.m. (New York City time) on December 31, on July 20, 20012005, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 3,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective applicable Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Restatement Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower Borrowers shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20June 30, 20011999, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; providedPROVIDED, howeverHOWEVER, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower Borrowers shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments and the Swingline Commitment and shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July August 20, 20012004, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. Each notice delivered by the Borrower pursuant to this Section 2.09(b) shall be irrevocable; provided, however, that a notice of termination of Revolving Credit 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 of such other credit facilities) if such condition is not satisfied. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall be automatically terminate and permanently terminated at 5:00 3:00 p.m., New York City time, on July 20, 2001, if the initial Revolving Credit Event shall not have occurred by such timeMaturity Date. (b) Upon at least three Business Days' prior irrevocable written or fax facsimile notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit CommitmentsCommitments (and in turn proportionately reduce the Total Revolving Commitment Amount); provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000 and integral multiples of $500,000 in excess thereof (or, if less, the remaining amount of the applicable Commitments) and (ii) each reduction or termination of the Total Revolving Credit Commitment Commitments prior to the Revolving Credit Maturity Date shall not be reduced to an amount that is less than require the sum prior written consent of holders of 66 2/3% of the Aggregate Revolving Credit Exposure at the timeTerm Notes. (c) The Revolving Credit Commitments (and the Total Revolving Commitment Amount) shall be automatically and permanently reduced by the amount of any prepayment of Revolving Credit Exposure to the extent required by Section 2.10 (or by the amount of any prepayment of Revolving Credit Exposure that would have been required to be so applied if Revolving Credit Exposure equal to such amount had been outstanding). (d) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Revolving Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Revolving Lenders, on the date of each termination or reduction, the Commitment Fees and, to the extent applicable, L/C Participation Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20September 30, 20011999, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The unused Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment Commitments and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20June 30, 20011997, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the aggregate Term Loan Commitments or the aggregate Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 3,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Thai Facility Commitment, the Thai Offered Rate Facility Commitment, the HK Offered Rate Facility Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments Revolving Credit Commitments, the Thai Facility Commitment, the Thai Offered Rate Facility Commitment, the HK Offered Rate Facility Commitment and the L/C Commitment shall automatically terminate at 5:00 p.m., New York City time, on July 20August 15, 20011996, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, Borrowers may at any time in whole permanently terminate, or from time to time in part permanently (subject to Section 2.09(e) with respect to Excess Cash Flow Reductions) reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Prior to the Maturity Date, the Revolving Credit Commitments shall be automatically and permanently reduced on the last business day of each fiscal quarter of IMS, commencing with the fiscal quarter ending on the last Saturday in June, 1997, by an amount equal to the "Quarterly Reduction" set forth below opposite the fiscal year in which such fiscal quarter occurs: Fiscal Year Ending the Quarterly Last Saturday in March of Reduction -------------------------- --------- 1998 $ 250,000 1999 $ 500,000 2000 $ 750,000 2001 $ 1,500,000 2002 $ 5,000,000 ; provided, however, that (i) upon the occurrence of any Excess Cash Flow Reduction or Equity Net Proceeds Reduction, in each case in accordance with Section 2.09(d), the Quarterly Reductions shall be automatically and permanently reduced as follows: (A) first, the Quarterly Reduction scheduled to occur on the last Saturday in December, 2000, shall be automatically and permanently (subject to Section 2.09(e) with respect to Excess Cash Flow Reductions) reduced by the lesser of such Excess Cash Flow Reduction or Equity Net Proceeds Reduction, as applicable, and $1,000,000 and (B) then, the remaining Quarterly Reductions scheduled to occur prior to the last Saturday in December, 2000, shall be reduced by the amount of such Excess Cash Flow Reduction or Equity Net Proceeds Reduction, as applicable, that was not applied to reduce such Quarterly Reduction to occur on the last Saturday in December, 2000, in the inverse order of such remaining Quarterly Reductions scheduled to occur prior to the last Saturday in December, 2000; (ii) upon the occurrence of any Non-Equity Net Proceeds Reduction in accordance with Section 2.09(d), the remaining Quarterly Reductions (including any Quarterly Reductions scheduled to occur on or after the last Saturday in December, 2000) shall be reduced by the amount of such Non-Equity Net Proceeds Reduction in the inverse order of all such remaining Quarterly Reductions; and (iii) upon any reduction of the Revolving Credit Commitments in accordance with Section 2.09(b), the remaining Quarterly Reductions (including any Quarterly Reductions scheduled to occur on or after the last Saturday in December, 2000) shall be reduced by the amount of such reduction of the Revolving Credit Commitments in accordance with Section 2.09(b) in the direct order of such remaining Quarterly Reductions. (d) The Revolving Credit Commitments shall be permanently and automatically reduced (i) on the date on which the financial statements with respect to each fiscal year are delivered pursuant to Section 5.04(a), by an amount equal to 50% of Excess Cash Flow for such fiscal year (each such reduction, an "Excess Cash Flow Reduction"), provided, that with respect to the period ended on the last Saturday in March, 1997, Excess Cash Flow shall, notwithstanding anything to the contrary herein, be determined with respect to the period beginning on June 30, 1996 and ending on the last Saturday in March, 1997; (ii) on the date which shall be specified in a certificate delivered by IMS to the Administrative Agent, but in no event later than the fifth Business Day, following receipt by IMS or any Subsidiary of any Equity Net Proceeds, by an amount equal to 50% of such Equity Net Proceeds (each such reduction, an "Equity Net Proceeds Reduction"); and (iii) on the date which shall be specified in a certificate delivered by IMS to the Administrative Agent, but in no event later than the fifth Business Day following receipt by IMS or any Subsidiary of any Non-Equity Net Proceeds, by 100% of such Non-Equity Net Proceeds (each such reduction, a "Non-Equity Net Proceeds Reduction"); provided, however, that in no event shall the Revolving Credit Commitments be reduced pursuant to Section 2.09(d)(i) or (ii) if as of the time the applicable Excess Cash Flow Reduction or Equity Net Proceeds Reduction would otherwise occur (x) the Quarterly Reduction scheduled to occur on the last Saturday in December, 2000, shall have occurred or such Quarterly Reduction shall have been reduced to $500,000 or less and (y) all Quarterly Reductions scheduled to occur prior to the last Saturday in December, 2000, shall have occurred or been reduced to zero. Not later than the date the financial statements referred to in clause (i) above are due in respect of each fiscal year, IMS shall calculate the Excess Cash Flow for such fiscal year and deliver a certificate containing such calculation to the Administrative Agent. (e) In the event that in any fiscal year of IMS the Borrowers shall have reduced the Revolving Credit Commitments pursuant to Section 2.09(b), IMS may in the certificate containing its calculation of Excess Cash Flow for such fiscal year delivered pursuant to Section 2.09(d) designate all or a portion of such reduction for such fiscal year (the "Designated Excess Cash Flow Amount") to be a part of the Excess Cash Flow Reduction, if any, in respect of such fiscal year, in which case (i) the effect of the Excess Cash Flow Reduction in respect of such fiscal year shall be to reduce the Revolving Credit Commitments by an amount equal to (A) the amount of the Excess Cash Flow Reduction for such fiscal year minus (B) the Designated Excess Cash Flow Amount, and (ii) the prior application of the Designated Excess Cash Flow Amount to reduce the Quarterly Reductions pursuant to Section 2.09(c)(iii) shall be reversed, and such Designated Excess Cash Flow Amount shall thereupon be reapplied to reduce the remaining Quarterly Reductions as part of the Excess Cash Flow Reduction for such fiscal year in accordance with Section 2.09(c)(i); provided that (x) the aggregate amount of the reduction in the Revolving Credit Commitments initially made pursuant to Section 2.09(b) for the applicable fiscal year minus (y) the Designated Excess Cash Flow Amount for such fiscal year shall be (A) equal to an integral multiple of $1,000,000 and not less than $5,000,000 or (B) equal to zero. (f) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Revolving Credit Commitments. The Borrower Borrowers shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which hereunder shall terminate on the earliest of (i) the date on which the Borrower informs the Lenders that it has decided not to proceed with the Recapitalization, (ii) the date on which the Acquisition Agreement is terminated in accordance with its terms or (iii) 5:00 p.m., New York City Time, April 30, 1998, if the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be initial Credit Event is not made on the Closing Dateor before such date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the earliest of (i) the Revolving Credit Maturity Termination Date. Notwithstanding , (ii) the foregoingdate on which the Borrower informs the Lenders that it has decided not to proceed with the Recapitalization, all (iii) the Commitments shall automatically terminate at date on which the Acquisition Agreement is terminated in accordance with its terms or (iv) 5:00 p.m., New York City timeTime, on July 20April 16, 20011998, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in (1) an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000 or (2) in the full remaining amount of the Term Loan Commitments or the Revolving Credit Commitments, as the case may be, and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. In addition, if no Term Loans are outstanding, the Revolving Credit Commitments shall automatically be reduced by the amount of any mandatory prepayment that would otherwise have been applied to the prepayment of Term Loans pursuant to Section 2.13(g). (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall be automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate terminated at 5:00 p.m., New York City time, on July 20the Closing Date. The Revolving Credit Commitments and the LC Commitment shall be automatically terminated at 5:00 p.m., 2001New York City time, on the Revolving Credit Maturity Date and the LC Maturity Date, respectively. Notwithstanding the foregoing, all the Commitments and the LC Commitment shall be automatically terminated at 5:00 p.m., New York City time, on November 15, 2000, if the initial Credit Event shall Closing Date has not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit such Commitments shall be in an integral multiple of $1,000,000 500,000 and in a minimum principal amount of $5,000,000 3,000,000 and (ii) the Total Revolving Credit Commitment Borrower shall not be reduced permitted to an terminate or reduce the Revolving Credit Commitments if, as the result of such termination or reduction, (A) the LC Commitment would exceed the aggregate remaining amount that is less than the sum of the Aggregate Revolving Credit Exposure at Commitments or (B) the timeRevolving Credit Utilization would exceed the aggregate remaining Revolving Credit Commitments. The LC Commitments may be voluntarily terminated or reduced by the Borrower as provided in Section 3.07. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the 41 36 Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The US$ Term Loan Commitments (other than any Incremental and the Euro Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) Commitments shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Restatement Effective Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments and the Swingline Commitment and shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20April 15, 20012006, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (iA) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 500,000 and in a minimum amount of $5,000,000 1,000,000 and (iiB) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements, 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. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall be automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate permanently terminated at 5:00 p.m., New York City time, on July 20the Closing Date. The Revolving Credit Commitments shall be automatically and permanently terminated at 5:00 p.m., 2001New York City time, on the Revolving Credit Maturity Date. The Commitments will be automatically and permanently terminated at 5:00 p.m., New York City time, on December 31, 1997 (or such later date to which the term of the Recapitalization Agreement may be extended as a result of the failure to obtain requisite regulatory consents for the Recapitalization, but in no event later than May 27, 1998), if the initial Credit Event shall Closing Date has not have occurred by such that time. (b) Upon at least three Business Days' Days prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, any of the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit any Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000 (or, if less, the remaining amount of the applicable Commitments) and (ii) in the case of any reduction of Revolving Credit Commitments, after giving effect to such reduction, the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Total Revolving Credit Exposure at the time. (c) The Revolving Credit Commitments shall be automatically and permanently reduced by an amount equal to any amount applied under paragraph (c) or (d) of Section 2.12 to prepay Revolving Credit Borrowings (or that would have been required to be so applied if Revolving Credit Borrowings equal to such amount had been outstanding). (d) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees and, to the extent applicable, L/C Participation Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Tranche B-1 Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the earlier to occur of (i) the making of the Term Tranche B-1 Loans to be made on the Closing DateDate and (ii) 5:00 p.m., New York City time, on June 30, 2008. The Tranche B-2 Commitments shall automatically terminate upon the earlier to occur of (i) the making of the Tranche B-2 Loans on the Closing Date and (ii) 5:00 p.m., New York City time, on June 30, 2008. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment Commitments shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments The L/C Commitment shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial earlier to occur of (i) the termination of the Revolving Credit Event shall not have occurred by such timeCommitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective applicable Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment Commitments shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such timeDate and as set forth in Section 2.20. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and 1,000,000, (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time, (iii) the Borrower may condition a notice of termination of all of the Revolving Credit Commitments upon the effectiveness of a replacement financing, and (iv) the Borrower may condition a notice of termination of the Revolving Credit Commitments (or, if applicable, the Revolving Credit Commitments of the Exiting Lenders) upon the consummation of a Change in Control. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder hereunder, other than a reduction resulting from the termination of Exiting Lenders’ Revolving Credit Commitments in connection with a Change in Control Amendment, shall be made ratably among the non-Exiting Lenders in accordance with their respective applicable Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination of the Revolving Credit Commitments (or reductionthe Exiting Lenders’ Revolving Credit Commitments, as the case may be), all accrued and unpaid Commitment Fees on relating to the amount of the Commitments so terminated or reduced accrued to same but excluding the date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Term Loan Except as set forth in Section 2.24, the Tranche A Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon at 5:00 p.m., New York City time, on the making last day of the Term Loans to be made Tranche A Availability Period. The Tranche B Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 207, 20012000, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Tranche A Commitments, the Tranche B Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Tranche A Commitments, the Tranche B Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Tranche A Commitments, the Tranche B Commitments or the Revolving Credit Commitments hereunder (except as contemplated by paragraph (e) below) shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account accounts of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees due on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment Commitments and the L/C Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20March 18, 20011999, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Tranche A Commitments, the Tranche B Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Tranche A Commitments, the Tranche B Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 250,000 and in a minimum amount of $5,000,000 1,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of (A) the Aggregate Revolving Credit Exposure at the timetime and (B) any portion of the Total Revolving Credit Commitment at the time being held available to fund the purchase of additional assets, as contemplated by the definition of "Asset Sale" in Section 1.01. (c) Each reduction in the Term Loan Tranche A Commitments, the Tranche B Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account accounts of the applicable Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees due on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall be automatically terminate and permanently terminated at 5:00 3:00 p.m., New York City time, on July 20, 2001, if the initial Revolving Credit Event shall not have occurred by such timeMaturity Date. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or any of the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit any Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000 and integral multiples of $500,000 in excess thereof (or, if less, the remaining amount of the applicable Commitments) and (ii) each reduction or termination of the Total Revolving Credit Commitment Commitments prior to the Revolving Credit Maturity Date shall not be reduced to an amount that is less than require the sum prior written consent of holders of 66 2/3% of the Aggregate Revolving Credit Exposure at the timeTerm Notes. (c) The Revolving Credit Commitments shall be automatically and permanently reduced by the amount of any prepayment of Revolving Credit Exposure to the extent required by Section 2.10 (or by the amount of any prepayment of Revolving Credit Exposure that would have been required to be so applied if Revolving Credit Exposure equal to such amount had been outstanding). (d) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the relevant Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees and, to the extent applicable, L/C Participation Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment Commitments shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such timeDate and as set forth in Section 2.20. (b) Upon at least three Business Days' prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and 1,000,000, (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time, and (iii) the Borrower may condition a notice of termination of all of the Revolving Credit Commitments upon the effectiveness of a replacement financing and (iv) the Borrower may condition a notice of termination of the Revolving Credit Commitments (or, if applicable, the Revolving Credit Commitments of the Exiting Lenders) upon the consummation of a Change in Control. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder hereunder, other than a reduction resulting from the termination of Exiting Lenders' Revolving Credit Commitments in connection with a Change in Control Amendment, shall be made ratably among the Lenders in accordance with their respective applicable Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination of the Revolving Credit Commitments (or reductionthe Exiting Lenders' Revolving Credit Commitments, as the case may be), all accrued and unpaid Commitment Fees on relating to the amount of the Commitments so terminated or reduced accrued to same but excluding the date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Letter of Credit Facility Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 203, 20012002, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments or the Revolving Letter of Credit Facility Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments, the Revolving Credit Commitments or the Revolving Letter of Credit Facility Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and 1,000,000, (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time and (iii) the aggregate amount of the Letter of Credit Facility Commitments shall not be reduced to an amount that is less than the sum of the outstanding Letter of Credit Facility Loans and the Letter of Credit Facility L/C Exposure at the time. (c) Each reduction in the Term Loan Commitments, the Revolving Credit Commitments or the Revolving Letter of Credit Facility Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall be automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate terminated at 5:00 p.m., New York City time, on July 20the Closing Date. The Revolving Credit Commitments and the LC Commitment shall be automatically terminated at 5:00 p.m., 2001New York City time, on the Revolving Credit Maturity Date and the LC Maturity Date, respectively, in each case as then in effect. Notwithstanding the foregoing, all the Commitments and the LC Commitment shall be automatically terminated at 5:00 p.m., New York City time, on December 2, 2004, if the initial Credit Event shall Closing Date has not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit such Commitments shall be in an integral multiple of $1,000,000 500,000 and in a minimum principal amount of $5,000,000 3,000,000 and (ii) the Total Revolving Credit Commitment Borrower shall not be reduced permitted to an terminate or reduce the Revolving Credit Commitments if, as the result of such termination or reduction, (A) the LC Commitment would exceed the aggregate remaining amount that is less than the sum of the Aggregate Revolving Credit Exposure at Commitments or (B) the timeRevolving Credit Utilization would exceed the aggregate remaining Revolving Credit Commitments. The LC Commitments may be voluntarily terminated or reduced by the Borrower as provided in Section 3.07. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction. (d) Nothing in this Section 2.09 shall prejudice any rights that the Borrower may have against any Lender that fails to lend as required hereunder prior to the date of termination of any Commitment.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20the Termination Date. The Revolving Credit Commitments and the L/C Commitment shall automatically terminate on the Maturity Date. Notwithstanding the foregoing, 2001the Revolving Credit Commitment and the L/C Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Termination Date if the initial Credit Event Borrowing hereunder shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Paying Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Paying Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Tranche B Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Tranche B Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments shall automatically terminate on the Swingline Commitment and the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20November 28, 20012012, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20August 15, 20012003, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate be reduced pro tanto upon the making of the each Term Loans to be made Loan and shall automatically terminate at 5:00 p.m. (New York City time) on the Closing Datelast day of the Delayed Draw Availability Period. The Revolving Credit Commitments, Commitments and the Swingline Commitment and shall automatically terminate at 5:00 p.m. (New York City time) on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., p.m. (New York City time) on August 13, on July 20, 20012004, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit any Class of Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit any Class of Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 2,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit any Class of Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable CommitmentsCommitments of such Class. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction, and no Commitment Fee on the amount of Commitments so terminated or reduced shall accrue thereafter.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan the Additional Tranche B Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall were automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate terminated at 5:00 p.m., New York City time, on July 20the Closing Date. The Additional Tranche B Commitments shall be automatically terminated at 5:00 p.m., 2001New York City time, if on the initial Restatement Date. The Revolving Credit Event Commitments and the LC Commitment shall not have occurred by such be automatically terminated at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date and the LC Maturity Date, respectively. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) the Total Revolving Credit Commitment Borrower shall not be reduced permitted to an amount that is less than terminate or reduce the sum of the Aggregate Revolving Credit Exposure at Commitments if, as the timeresult of such termination or reduction, (A) the LC Commitment would exceed the aggregate remaining Revolving Credit Commitments or (B) the Revolving Credit Utilization would exceed the aggregate remaining Revolving Credit Commitments. The LC Commitment may be voluntarily terminated or reduced by the Borrower, as provided in Section 3.06. (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 Section 2.13(f). (d) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to to, but excluding excluding, the date of such termination or reduction. (e) Nothing in this Section 2.09 shall prejudice any rights that the Borrower may have against any Lender that fails to lend as required hereunder prior to the date of termination of any Commitment.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20April 30, 20012003, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; providedPROVIDED, howeverHOWEVER, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 3,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline L/C Commitment and the L/C Swingline Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20December 31, 20012000, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Tranche B Funding Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20December 31, 20012002, or such later date as may be agreed to by the Borrowers and each of the Tranche B Lenders, if the initial Credit Event Tranche B Funding Date shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower Borrowers shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate Unless previously terminated in accordance with the applicable Incremental terms hereof, (i) the Term Loan Assumption Agreement) Commitments shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Date and (ii) the Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20November 10, 20012007, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, that (i) each partial reduction of the Term Loan Revolving Credit Commitments or the Revolving Credit Commitments Swingline Commitment shall be in an integral multiple of $1,000,000 500,000 and in a minimum amount of $5,000,000 1,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the timethen in effect. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments or Swingline Commitment hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable CommitmentsPro Rata Percentages. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment Commitments and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20August 25, 20011997, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 0 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20May 15, 20011999, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; providedPROVIDED, howeverHOWEVER, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 or, if lesser, the then-outstanding Revolving Credit Commitments and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate Unless previously terminated in accordance with the applicable Incremental terms hereof, (i) the Initial Term Loan Assumption Agreement) Commitments shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Date and (ii) the Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20April 28, 20012006, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Revolving Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, that (i) each partial reduction of the Term Loan Revolving Credit Commitments or the Revolving Credit Commitments Swingline Commitment shall be in an integral multiple of $1,000,000 500,000 and in a minimum amount of $5,000,000 2,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the timethen in effect. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments or Swingline Commitment hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable CommitmentsPro Rata Percentages. The Revolving Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Tranche B Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Tranche B Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments shall automatically terminate on the Swingline Commitment and the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20December 19, 20012013, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement and any Incremental Revolving Loan Commitments, which shall terminate as provided in the related Incremental Revolving Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20March 10, 2001, 2011 if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Incremental Revolving Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Incremental Revolving Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or such lesser amount as shall equal the remaining amount of the Incremental Revolving Loan Commitments) and (ii) the Total aggregate of all Incremental Revolving Credit Commitment Loan Commitments shall not be reduced to an amount that is less than the sum aggregate of the Aggregate all Lender’s Incremental Revolving Credit Loan Exposure at the time. (c) Each reduction in the Term Incremental Revolving Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Incremental Revolving Loan Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the earlier to occur of (i) the making of the Term Loans to be made on the Closing DateRestatement Date and (ii) 5:00 p.m., New York City time, on October 31, 2003. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephone notice promptly confirmed by a written notice) to the Administrative Agent, the Borrower may, without premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Restatement Closing Date. The Revolving Credit Commitments, the Swingline Commitment Commitments, the A/C Fronting Commitments and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding Any Incremental Term Loan Commitment shall terminate as provided in the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such timeapplicable Incremental Term Loan Assumption Agreement. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, Terex may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Domestic Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments, the Domestic Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and 5,000,000, (ii) the Total Domestic Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of Aggregate Domestic Revolving Credit Exposure at the time and (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower Terex shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Facility Fees on the amount of the any Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., Eastern time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City Eastern time, on July 20November 30, 20012003, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. Any such termination or reduction will be without premium or penalty, subject to the provisions of Section 2.16. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class so terminated or reduced accrued to but excluding the date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which hereunder shall terminate on the earliest of (i) the date on which the Borrower informs the Lenders that it has decided not to proceed with the Recapitalization, (ii) the date on which the Recapitalization Agreement is terminated in accordance with its terms or (iii) 5:00 p.m., New York City time, on June 30, 1998, if the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be initial Credit Event is not made on the Closing Dateor before such date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the earliest of (i) the Revolving Credit Maturity Termination Date. Notwithstanding , (ii) the foregoingdate on which the Borrower informs the Lenders that it has decided not to proceed with the Recapitalization, all (iii) the Commitments shall automatically terminate at date on which the Recapitalization Agreement is terminated in accordance with its terms or (iv) 5:00 p.m., New York City time, on July 20June 30, 20011998, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in (1) an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000 or (2) in the full remaining amount of the Term Loan Commitments or the Revolving Credit Commitments, as the case may be, and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. In addition, if no Term Loans are outstanding, the Revolving Credit Commitments shall automatically be reduced by the amount of any mandatory prepayment that would otherwise have been applied to the prepayment of Term Loans pursuant to Section 2.13(g). (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Initial Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Initial Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment Delayed Draw Term Loan Commitments shall automatically terminate on upon the Revolving Credit Maturity earlier of (i) the making of any Delayed Draw Term Loans or (ii) the date that is 50 Business Days after the Closing Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20April 26, 20012007, if the initial Credit Event Closing Date shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Initial Term Loan Commitments or the Revolving Credit Delayed Draw Term Loan Commitments; provided, however, that (i) each partial reduction of the Initial Term Loan Commitments or the Revolving Credit Delayed Draw Term Loan Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time5,000,000. (c) Each reduction in the Initial Term Loan Commitments or the Revolving Credit Delayed Draw Term Loan Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Delayed Draw Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) 26. Unless previously terminated or extended pursuant to the terms and conditions hereof, all Revolving Commitments shall terminate on the Maturity Date. for Revolving Loans. The 2021 Incremental Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with immediately following the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made funding thereof on the Closing Date. The Revolving Credit Commitments2021 Incremental Amendment Date except to the extent previously terminated or extended pursuant to the terms and conditions hereof, and, to the Swingline Commitment and the L/C Commitment extent not drawn, terminated or extended on or prior to such time, shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., 11:59 p.m. (New York City time, ) on July 20, 2001, if the initial Credit Event shall not have occurred by such time2021 Incremental Amendment Date. (b) Upon 27. The Borrower may at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower mayany time, without (subject to Section 2.16) premium or penalty, terminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at any time the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in whole permanently terminatean amount equal to 103% of the LC Exposure as of such date), or (iii) the payment in full of all accrued and unpaid fees required hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations due under this Agreement and the other Loan Documents together with accrued and unpaid interest thereon (other than contingent indemnification obligations and reimbursement obligations in respect of which no claim for payment has yet been asserted by the Person entitled thereto), in each case, in respect of the Revolving Loans and Revolving Commitments. 28. The Borrower may from time to time in part permanently reducetime, the Term Loan Commitments without (subject to Section 2.16) premium or penalty, reduce the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 1 million and in a minimum not less than $5 million unless such amount represents all of $5,000,000 the remaining Revolving Commitments, and (ii) the Total Revolving Credit Commitment Borrower shall not be reduced reduce the Revolving Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the sum of Revolving Loans in accordance with Section 2.11, the Aggregate Revolving Credit Exposure at would exceed the timeaggregate Revolving Commitments of all Lenders. 29. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under clause (b) or (c) of this Section 2.09 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 Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 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 effectiveness of other credit facilities or events 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 the Revolving Commitments shall be permanent. Each reduction in the Term Loan Commitments or of the Revolving Credit Commitments hereunder shall be made ratably among the Revolving Lenders in accordance with their respective applicable Revolving Commitments. 30. The Borrower Revolving Commitments shall pay be automatically and permanently reduced by an amount equal to the Administrative Agent for the account fifty percent (50%) of the applicable Lenders, on the date aggregate principal amount of each termination Indebtedness incurred by Holdings or any of its Restricted Subsidiaries pursuant to a Specified Issuance (such reduction, the “Specified Issuance Commitment Fees on Reduction”); provided, that the amount Revolving Commitments may only be reduced pursuant to the terms of the Commitments so terminated or reduced accrued this clause (e) by up to but excluding the date of such termination or reduction$75 million.

Termination and Reduction of Commitments. (a) The Term Loan Tranche B Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the earlier to occur of (i) the making of the Term Tranche B Loans to be made on the Closing DateRestatement Date and (ii) 5:00 p.m., New York City time, on December 31, 2006. The Revolving Credit Tranche A Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the Swingline Commitment and the L/C Commitment related Incremental Assumption Agreement) shall automatically terminate on be reduced pro tanto upon the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments making of each Tranche A Loan and shall automatically terminate at 5:00 p.m., New York City time, on July 20the last day of the Delayed Draw Availability Period. The Revolving Credit Commitments and the Swingline Commitments shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, 2001except with respect to any Incremental Term Loan Commitments, after giving effect to the Tranche A Loans to be made on the Restatement Date, the remaining Tranche A Commitments (if the initial Credit Event any) shall be reduced (if necessary) to an aggregate amount not have occurred by such timeto exceed $200,000,000. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephone notice promptly confirmed by a written notice) to the Administrative Agent, the a Borrower may, without premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit CommitmentsCommitments of any Class; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and 5,000,000, (ii) the Total Domestic Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of Aggregate Domestic Revolving Credit Exposure at the time, (iii) the Total U.K. Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate U.K. Revolving Credit Exposure at the time and (iv) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower applicable Borrowers shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Facility Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate Unless previously terminated in accordance with the applicable Incremental terms hereof, (i) the Term Loan Assumption Agreement) Commitments shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Date. The Date and (ii) the Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20April 30, 20012004, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or Commitments, the Revolving Credit Commitments or the Swingline Commitment shall be in an integral multiple of $1,000,000 500,000 and in a minimum amount of $5,000,000 2,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the timethen in effect. (c) Each reduction in the Term Loan Commitments or the Commitments, Revolving Credit Commitments or Swingline Commitment hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable CommitmentsPro Rata Percentages. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which and the LC Commitments shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall be automatically terminate upon the making of the Term Loans to be made terminated on the Closing earlier of (i) the Maturity Date and (ii) the Change in Control Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments Total Commitment or the Revolving Credit CommitmentsTotal LC Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments Total Commitment or the Revolving Credit Commitments Total LC Commitment, as the case may be, shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and 5,000,000; (ii) no such termination or reduction shall be made which would reduce the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at aggregate outstanding principal amount of the timeLoans and the LC Exposure, (iii) no such termination or reduction shall be made which would reduce the Total Commitment below the Total LC Commitment and (iv) no such termination or reduction shall be made which would reduce the Total LC Commitment below the LC Exposure. (c) Each reduction in the Term Loan Commitments Total Commitment or the Revolving Credit Commitments Total LC Commitment hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments or LC Commitments, as applicable. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reductionreduction hereunder, the Commitment Fees Facility Fee on the 32 amount of the Commitments so terminated or reduced accrued to but excluding through the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment Commitments shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 3,000,000, and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, 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. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments and the Swingline Commitment and shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20August 31, 20012007, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments or the Revolving Credit CommitmentsSwingline Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and 500,000, (ii) each partial reduction of the Swingline Commitment shall be in a minimum amount an integral multiple of $5,000,000 100,000 and (iiiii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, Commitments and the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments The L/C Commitment shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial earlier to occur of (i) the termination of the Revolving Credit Event shall not have occurred by such timeCommitments and (ii) the date that is 30 days prior to the Revolving Credit Maturity Date. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and 1,000,000, (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time, and (iii) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made at 5:00 p.m., New York City time, on the Closing Termination Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments Revolving Credit Commitment, the Swingline Commitment and the L/C Commitment shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, the Termination Date if the initial Credit Event Borrowing hereunder shall not have occurred by such time. (b) Upon at least three Business Days' prior irrevocable written or fax telecopy notice to the Administrative Paying Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 10,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Paying Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which Commitment of each Lender shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three five (5) Business Days' ’ prior irrevocable irrevocable, written or fax telecopy notice (which notice may be conditioned upon the closing of any financing arrangement obtained to refinance or replace the Facility) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time during the Revolving Credit Period in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit CommitmentsTotal Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 5,000,000 and in a minimum principal amount of $5,000,000 25,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum aggregate principal amount of the Aggregate Revolving Credit Exposure at the timeOutstandings (after giving effect to any simultaneous prepayment pursuant to Section 2.11 or 2.12). (c) The then current Commitments shall be reduced on each date on which a prepayment of Loans is made pursuant to Section 2.12(b) or would be required to be made had the outstanding Loans equaled the Commitments then in effect, in each case in the amount of such prepayment or deemed prepayment (and the Commitment of each Lender shall be reduced by its Ratable Portion of such amount). (d) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitmentseach such Lender’s Ratable Portion of the Total Commitment. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each such termination or reductionreduction pursuant to this Section 2.10, the Commitment Fees Facility Fee on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment Commitments shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if the initial Credit Event shall not have occurred by such timeDate and as set forth in Section 2.20. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and 1,000,000, (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time, and (iii) the Borrower may condition a notice of termination of all of the Revolving Credit Commitments upon the effectiveness of a replacement financing, and (iv) the Borrower may condition a notice of termination of the Revolving Credit Commitments (or, if applicable, the Revolving Credit Commitments of the Exiting Lenders) upon the consummation of a Change in Control. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder hereunder, other than a reduction resulting from the termination of the Exiting Lenders’ Revolving Credit Commitments in connection with a Change in Control Amendment, shall be made ratably among the Lenders in accordance with their respective applicable Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination of the Revolving Credit Commitments (or reductionthe Exiting Lenders’ Revolving Credit Commitments, as the case may be), all accrued and unpaid Commitment Fees on relating to the amount of the Commitments so terminated or reduced accrued to same but excluding the date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Term Loan Tranche B Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in accordance with the applicable related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Tranche B Loans to be made on the Closing Restatement Date. The Revolving Credit Tranche A Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the Swingline Commitment and the L/C Commitment related Incremental Assumption Agreement) shall automatically terminate on be reduced pro tanto upon the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments making of any Tranche A Loans and shall automatically terminate at 5:00 p.m., New York City time, on July 20, 2001the Delayed Draw Termination Date, if not earlier terminated in accordance with this Agreement. The Revolving Credit Commitments (other than any Incremental Revolving Credit Commitments, which shall terminate as provided in the initial related Incremental Assumption Agreement) and the Swingline Commitments shall automatically terminate on the Revolving Credit Event Maturity Date. The L/C Commitment shall not have occurred by such timeautomatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date. (b) Upon at least three Business Days' ’ prior irrevocable written or fax notice (or telephone notice promptly confirmed by a written notice) to the Administrative Agent, the a Borrower may, without premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit CommitmentsCommitments of any Class; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an integral multiple of $1,000,000 the Borrowing Multiple and in a minimum amount of $5,000,000 and equal to the Borrowing Minimum, (ii) the Total Domestic Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Domestic Revolving Credit Exposure at the time, (iii) the Total U.K. Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate U.K. Revolving Credit Exposure at the time and (iv) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time. Each notice delivered by a Borrower pursuant to this Section 2.09(b) shall be irrevocable; provided that a notice of termination of the Term Loan Commitments or the Revolving Credit 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 such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower applicable Borrowers shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Facility Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction. (d) Reductions and terminations of any Other Revolving Credit Commitments shall be as provided for in the applicable Loan Modification Agreement.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans to be made on the Closing Date, after giving effect to the Loans made on such date. The Revolving Credit Commitments, the Swingline Commitment Commitments and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on July 20February 15, 2001, if the initial Credit Event shall not have occurred by such time. (b) Upon at least three two Business Days' prior irrevocable written or fax telecopy notice to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; providedPROVIDED, howeverHOWEVER, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Revolving Credit Exposure at the time, after giving effect to any concurrent repayments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees Fees, on the amount of the Commitments so terminated or reduced reduced, accrued to but excluding the date of such termination or reduction.