Common use of Termination and Reduction of Commitments and Swingline Commitment Clause in Contracts

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Date. (b) At any time and from time to time after the date hereof, upon not less than three Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b) may not thereafter be reinstated. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. (b) At any time and from time to time after the date hereof, upon not less than three five Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 2,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(a) may not thereafter be reinstated. (c) Each reduction of the Commitments pursuant to this section shall be applied ratably among the Lenders according to their respective Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, Commitment or the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Subcommitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, Commitment or the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may beSubcommitment, to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing BanksBorrower, the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Term Loans on the Closing Date. The Revolving Credit Commitments shall be automatically and permanently terminated on the Commitment Revolving Credit Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 8.2. (b) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing BanksBorrower, the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. (b) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) 10,000,000 or, if greater, an integral multiple of $1,000,000 5,000,000 in excess thereof ($1,000,000 or if greater, an integral multiple of $100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(bsubsection (b) may not thereafter be reinstated. (c) Each reduction of the Commitments pursuant to this Section 2.5 shall be applied ratably among the Lenders according to their respective Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2, (i) the Commitments shall be automatically and permanently terminated on the Commitment Termination Date. The Date and (ii) the Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date. (b) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) 10,000,000 or, if greater, an integral multiple of $1,000,000 5,000,000 in excess thereof ($1,000,000 or if greater, an integral multiple of $100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated. (c) Each reduction of the Commitments pursuant to this Section 2.5 shall be applied ratably among the Lenders according to their respective Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Date. (b) At any time and from time to time after the date hereof, upon not less than three Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof thereof, and applied ratably among the Lenders according to their respective Commitments ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b) may not thereafter be reinstated. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, Commitment or the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, Commitment or the Letter of Credit Sublimit and/or the Participated Letter of Credit SublimitCommitment, as the case may be, to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the BorrowersBorrower, the Issuing BanksLender, the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Term Loan Commitments shall be automatically and permanently terminated on the Commitment Closing Date (or, if earlier, on May 28, 1999), unless the Term Loans have been made in full on or prior to such date. The Revolving Credit Commitments shall be automatically and permanently terminated on the Revolving Credit Termination DateDate (or on May 28, 1999, but only if the Closing Date shall not have occurred on or prior to such date). The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section or Section 8.2. (b) The Revolving Credit Commitments shall, on each date upon which a prepayment of the Loans is required under any of subsections (d) and (e) of Section 2.6 (and exceeds in amount the aggregate principal amount of Term Loans then outstanding) or would be required if Term Loans were then outstanding, be automatically and permanently reduced by the amount, if any, by which the amount of such required prepayment (determined as if an unlimited amount of Term Loans were then outstanding) exceeds the aggregate principal amount of Term Loans then actually outstanding, as more particularly set forth in Section 2.6(f). (c) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 1,000,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.6(bsubsection (c) may not thereafter be reinstated. (d) Each reduction of the Revolving Credit Commitments pursuant to this Section shall be applied ratably among the Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Tranche A Commitments and the Tranche B Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans and the Tranche B Term Loans, respectively on the Closing Date. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated on the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Term Loans of such Series have been made in full prior to such date, in which event such Incremental Term Loan Commitments shall terminate on such earlier date. The Revolving Credit Commitments shall be automatically and permanently terminated on the Commitment Revolving Credit Termination DateDate unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. (b) The Revolving Credit Commitments shall, on each date upon which a prepayment of the Loans is required under Section 2.6(e) or 2.6(f) (and exceeds in amount the aggregate principal amount of Term Loans then outstanding) or would be required if Term Loans were then outstanding, be automatically and permanently reduced by the amount, if any, by which the amount of such required prepayment (determined as if an unlimited amount of Term Loans were then outstanding) exceeds the aggregate principal amount of Term Loans then actually outstanding, as more particularly set forth in Section 2.6(g). (c) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment; provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 1,000,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in thereof; provided further that the case Borrower may not reduce the aggregate Unutilized Revolving Credit Commitments below the amount of Swingline Loans outstanding at the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any time of such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedreduction. The amount of any termination or reduction made under this Section 2.6(b2.5(c) may not thereafter be reinstated. (d) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Term Loan Commitments shall be automatically and permanently terminated on December 31, 2004, if the Closing Date shall not have occurred on or prior to such date. The Revolving Credit Commitments shall be automatically and permanently terminated on the Commitment Revolving Credit Termination DateDate (or on December 31, 2004, if the Closing Date shall not have occurred on or prior to such date). The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination DateSwingline Maturity Date (or on December 31, 2004, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. (b) At any time and from time to time after the date hereof, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments (but not to an amount lower than the aggregate principal amount of Swingline Loans outstanding at the time of reduction) or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 200,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. (b) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) 10,000,000 or, if greater, an integral multiple of $1,000,000 5,000,000 in excess thereof ($1,000,000 or if greater, an integral multiple of $100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(bsubsection (b) may not thereafter be reinstated. (c) Each reduction of the Commitments pursuant to this Section shall be applied ratably among the Lenders according to their respective Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 8.2. (b) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Dollar Commitments, the aggregate Unutilized Multicurrency Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated. (c) Except as set forth in Section 2.5(d), each reduction of the Commitments pursuant to this Section shall be applied ratably among the Lenders of such Class according to their respective Commitments of such Class. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Dollar Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, to the amount of the aggregate Dollar Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing BanksBorrower, the Swingline Lender or any other Lender. (cd) All fees accrued The Borrower shall have the right, at any time, upon at least ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in respect whole such Lender’s Commitment, without affecting the Commitments of any other Lender; provided that, (i) for so long as any Loans are outstanding, the consent of the Required Lenders shall be required prior to the termination of the Commitment of any Defaulting Lender and (ii) such Defaulting Lender has paid the Administrative Agent, the Swingline Lender, the Issuing Lender and any Lender all amounts owed by such Defaulting Lender pursuant to the terms of this Agreement. Such termination shall be effective, (x) with respect to such Lender’s Unutilized Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than ten Business Days after receipt of such notice and (y) with respect to each Revolving Loan outstanding to such Lender, in the case of Base Rate Loans, on the date set forth in such notice and, in the case of LIBOR Loans, on the last day of the then current Interest Period relating to such LIBOR Loan. Upon termination of a Lender’s Commitments until under this Section 2.5(d), the effective Borrower will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Revolving Loans owing to such Lender and, subject to Section 2.21, pay any termination thereof accrued commitment fees or letter of credit fees payable to such Lender pursuant to the provisions of Section 2.9, and all other amounts payable to such Lender hereunder (including, but not limited to, any amounts owing under Sections 2.15 and 2.16); and, if such Lender is an Issuing Lender, shall pay to such Issuing Lender for deposit in an escrow account an amount equal to the Letter of Credit Exposure issued by such Issuing Bank, whereupon all Letters of Credit issued by such Issuing Bank shall be paid deemed to have been issued outside of this Agreement on a bilateral basis and shall cease for all purposes to constitute a Letter of Credit issued under this Agreement, and upon such payments, except as otherwise provided below, the effective obligations of such Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Lender’s rights under Sections 2.15, 2.16, 2.19(j) and 10.1, in each case in accordance with the terms thereof, shall survive such release and discharge as to matters occurring prior to such date and (ii) such escrow agreement shall be in a form reasonably agreed to by the Borrower and such Issuing Lender. Subject to Section 2.20, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.5(d) may not be reinstated. The termination of the Commitments of a Defaulting Lender pursuant to this Section 2.5(d) will not be deemed to be a waiver of any right that the Borrower, the Administrative Agent, the Issuing Lender or any other Lender may have against such Defaulting Lender that arose prior to the date of such termination. Upon any such termination, the pro rata shares of the remaining Lenders will be revised.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments Revolving Credit Commitment of each Lender shall be automatically and permanently terminated on the Commitment Revolving Credit Facility Termination Date. Date unless sooner terminated pursuant to SECTION 2.4(C) below or SECTION 10.5. (b) The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination DateSwingline Maturity Date unless sooner terminated pursuant to SECTION 2.4(C) below or SECTION 10.5. (bc) At any time and from time to time after the date hereoftime, upon not less than at least three (3) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may at its option, without premium or penalty, terminate in whole or reduce in part the aggregate Total Unutilized Commitments Revolving Credit Commitment or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 1,000,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple in multiples of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.6(bSECTION 2.4(C) may not thereafter be reinstated. (d) Each reduction of the Total Revolving Credit Commitment under this SECTION 2.4 shall be applied ratably among the Lenders according to their respective Revolving Credit Commitments. After any such reduction, the fee provided in SECTION 2.7(B) shall be calculated with respect to the reduced Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Total Revolving Credit Commitments pursuant to this Section 2.6 SECTION 2.4 that has the effect of reducing the aggregate Total Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Total Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Initial Term Loan Commitments shall be automatically and permanently terminated on the Commitment Termination Closing Date. The Initial Revolving Credit Commitments shall be automatically and permanently terminated on the Initial Revolving Credit Maturity Date. The Swingline Commitment shall be automatically and permanently terminated on the Latest Revolving Credit Maturity Date, unless sooner terminated pursuant to any other provision of this Section or Section 9.02. The Additional Term Commitments of any Class shall automatically terminate upon the making of the Additional Term Loans of such Class and, if any such Additional Term Commitment Termination Dateis not drawn on the date that such Additional Term Commitment is required to be drawn pursuant to the applicable Refinancing Amendment or Incremental Facility Agreement, the undrawn amount thereof shall automatically terminate and the Additional Revolving Credit Commitments of any Class shall automatically terminate on the Maturity Date specified therefor in the applicable Refinancing Amendment or Incremental Facility Agreement. (b) At any time and from time to time after the date hereofClosing Date, upon not less than three one Business Days’ Day’s prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or and/or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 in the case of the Unutilized Revolving Credit Commitments ($500,000 100,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof the case of the Unutilized Revolving Credit Commitments ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, ) in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedexcess thereof. The amount of any termination or reduction made under this Section 2.6(bsubsection (b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section shall be applied ratably among the Revolving Lenders according to their respective Revolving Credit Commitments; provided, that any Incremental Revolving Facility may provide that the Borrower may terminate the commitments of such Incremental Revolving Facility on a less than pro rata basis with any other existing Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect and shall require immediate prepayment of the Unutilized Commitments until Swingline Loans to the effective date extent that the Swingline Commitment is reduced below the amount of any termination thereof shall be paid on the effective date of such terminationSwingline Loans then outstanding).

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Date. (b) At any time and from time to time after the date hereof, upon not less than three Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b) may not thereafter be reinstated. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the BorrowersBorrower, the Issuing Banks, the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Facility 1 Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Facility 1 Term Loans on the Closing Date. The Revolving Commitments shall be automatically and permanently terminated on the Commitment Revolving Termination Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 8.2. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 8.2. (b) At any time and from time to time after the date hereof, upon not less than three five Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Commitments or the Unutilized Swingline Commitment; provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Commitments pursuant to this Section shall be applied ratably among the Revolving Lenders according to their respective Revolving Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Revolving Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Revolving Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing BanksBorrower, the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. (b) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(bsubsection (b) may not thereafter be reinstated. (c) Each reduction of the Commitments pursuant to this Section shall be applied ratably among the Lenders according to their respective Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments Revolving Credit Commitment of each Lender shall be automatically and permanently terminated on the Commitment Revolving Credit Facility Termination Date. Date unless sooner terminated pursuant to subsection 2.4(d) below or SECTION 10.5. (b) The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination DateSwingline Maturity Date unless sooner terminated pursuant to subsection 2.4(d) below or SECTION 10.5. (bc) On each date set forth below, the Total Revolving Credit Commitments shall automatically be permanently reduced by the amount set forth below opposite such date (such amounts being subject to reduction as set forth in subsection (e) below): Amount of Reduction in Date Aggregate Commitments ---- ---------------------- March 31, 2001 $25,000,000 June 30, 2001 $25,000,000 September 30, 2001 $25,000,000 December 31, 2001 $25,000,000 March 31, 2002 $25,000,000 June 30, 2002 $25,000,000 September 30, 2002 $25,000,000 December 31, 2002 $25,000,000 March 31, 2003 All Remaining Total Revolving Credit Commitments (d) At any time and from time to time after the date hereoftime, upon not less than three at least five (5) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company may Borrower may, without premium or penalty, terminate in whole or reduce in part the aggregate Total Unutilized Commitments Revolving Credit Commitment or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 1,000,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple in multiples of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.6(bsubsection (D) may not thereafter be reinstated. (e) Each reduction of the Total Revolving Credit Commitment under this SECTION 2.4 shall be applied ratably among the Lenders according to their respective Revolving Credit Commitments and shall be applied to reduce the scheduled reduction amounts set forth in the table in subsection (c) above ratably in accordance with their respective Dollar amounts. After any such reduction, the fee provided in SECTIONS 2.7(B) shall be calculated with respect to the reduced Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Total Revolving Credit Commitments pursuant to this Section 2.6 SECTION 2.4 that has the effect of reducing the aggregate Total Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Total Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Date. (b) At any time and from time to time after the date hereof, upon not less than three Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company Borrower may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b) may not thereafter be reinstated. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the BorrowersBorrower, the Issuing Banks, the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.. 42 11863223v8 24740.00050

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. (b) At any time and from time to time after the date hereof, upon not less than three five Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Xxxxxxxx may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) orand, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated; provided that a notice of termination or reduction delivered by Xxxxxxxx pursuant to this Section 2.5(b) may state that such termination or reduction is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by Xxxxxxxx (by notice to the Administrative Agent on or prior to one Business Day before the specified effective date) if such condition is not satisfied. (c) Each reduction of the Commitments pursuant to this Section 2.5 shall be applied ratably among the Lenders according to their Applicable Percentages. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, Commitment or the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit L/C Subcommitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, Commitment or the Letter of Credit Sublimit and/or the Participated Letter of Credit SublimitL/C Subcommitment, as the case may be, to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing BanksXxxxxxxx, the Swingline Lender or any other LenderLender or any Issuing Bank. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. (b) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 3,000,000 ($500,000 1,000,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(bsubsection (b) may not thereafter be reinstated. (c) Each reduction of the Commitments pursuant to this Section shall be applied ratably among the Lenders according to their respective Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Tranche A Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans on the Closing Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date). The Revolving Credit Commitments shall be automatically and permanently terminated on the Commitment Revolving Credit Termination DateDate (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination DateSwingline Maturity Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated on the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Term Loans of such Series have been made in full on or prior to such date. (b) At any time and from time to time after the date hereof, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 200,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among provided further that a notice of termination of the Lenders according to their respective Commitments. Any such notice Revolving Credit Commitments delivered by the Company may be state that such notice is conditioned upon the effectiveness of other transactionscredit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or Subcommitment or the Participated Letter of Credit Sublimit Foreign Currency Subcommitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or Subcommitment or the Participated Letter of Credit SublimitForeign Currency Subcommitment, as the case may be, to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Company or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Term Loan Commitments shall be automatically and permanently terminated on the Commitment Closing Date (or, if earlier, on February 1, 1999), unless the Term Loans have been made in full on or prior to such date. The Revolving Credit Commitments shall be automatically and permanently terminated on the Termination DateDate (or on February 1, 1999, but only if the Closing Date shall not have occurred on or prior to such date). The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section or SECTION 9.2. (b) The Revolving Credit Commitments shall, on each date upon which a prepayment of the Loans is required under any of subsections (e) through (g) of SECTION 2.6 (and exceeds in amount the aggregate principal amount of Term Loans then outstanding) or would be required if Term Loans were then outstanding, be automatically and permanently reduced by the amount, if any, by which the amount of such required prepayment (determined as if an unlimited amount of Term Loans were then outstanding) exceeds the aggregate principal amount of Term Loans then actually outstanding, as more particularly set forth in SECTION 2.6(H). (c) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Matria may terminate in whole or reduce in part the aggregate Unutilized Commitments or Revolving Credit Commitments, the Unutilized Swingline Commitment; Commitment and/or the Foreign Currency Sublimit, provided that any such partial reduction shall be in an aggregate amount principal Dollar Amount of not less than $1,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.6(bsubsection (c) may not thereafter be reinstated. (d) Each reduction of the Revolving Credit Commitments or the Foreign Currency Sublimit pursuant to this Section shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments or ratable share (based on their respective Revolving Credit Commitments) of the Foreign Currency Sublimit, as the case may be. Notwithstanding any provision of this Agreement to the contrary, any reduction of to the extent that the aggregate Revolving Credit Commitments are reduced pursuant to this Section 2.6 that has the effect of reducing the aggregate Commitments to an amount less lower than the amount of Swingline Commitment or the Swingline CommitmentForeign Currency Sublimit, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit at such time there shall result in an automatic be a corresponding permanent reduction of the Swingline Commitment, Commitment or the Letter of Credit Sublimit and/or the Participated Letter of Credit Foreign Currency Sublimit, as the case may be, to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments Lenders' obligation to advance Term Loans shall be automatically and permanently terminated at 5:00 p.m., Charlotte time, on the Closing Date. (b) The Lenders' obligation to advance Revolving Credit Loans shall be automatically and permanently terminated on the Commitment Revolving Credit Facility Termination Date. . (c) The Swingline Commitment Lender's obligation to advance Swingline Loans shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date. (bd) At any time and from time to time after the date hereoftime, upon not less than three at least five (5) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company may Borrower may, without premium or penalty, terminate in whole or reduce in part the aggregate Total Unutilized Commitments Revolving Credit Commitment or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 1,000,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple in multiples of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.6(bsubsection (D) may not thereafter be reinstated. (e) Each reduction of the Total Revolving Credit Commitment under this SECTION 2.4 shall be applied ratably among the Lenders according to their relative Revolving Credit Commitments. After any such reduction, the fee provided in SECTIONS 2.7(B) shall be calculated with respect to the reduced Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Total Revolving Credit Commitments pursuant to this Section 2.6 SECTION 2.4 that has the effect of reducing the aggregate Total Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Total Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Tranche B Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche B Term Loans on the Closing Date (or on November 15, 2006, if the Closing Date shall not have occurred on or prior to such date). The Revolving Credit Commitments shall be automatically and permanently terminated on the Commitment Revolving Credit Termination DateDate (or on November 15, 2006, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination DateSwingline Maturity Date (or on November 15, 2006, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated on the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Term Loans of such Series have been made in full on or prior to such date. (b) At any time and from time to time after the date hereof, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 200,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among provided further that a notice of termination of the Lenders according to their respective Commitments. Any such notice Revolving Credit Commitments delivered by the Company may be state that such notice is conditioned upon the effectiveness of other transactionscredit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or Subcommitment or the Participated Letter of Credit Sublimit Foreign Currency Subcommitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or Subcommitment or the Participated Letter of Credit SublimitForeign Currency Subcommitment, as the case may be, to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Company or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Tranche A Term Loan Commitments and Tranche B Term Loan Commitments shall be automatically and permanently terminated on June 13, 2003, if the Closing Date shall not have occurred on or prior to such date. The Revolving Credit Commitments shall be automatically and permanently terminated on the Commitment Revolving Credit Termination DateDate (or on June 13, 2003, if the Closing Date shall not have occurred on or prior to such date). The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination DateSwingline Maturity Date (or on June 13, 2003, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. (b) At any time and from time to time after the date hereof, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments (but not to an amount lower than the aggregate principal amount of Swingline Loans outstanding at the time of reduction) or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 200,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Term A-1 Loan Commitments shall be automatically and permanently terminated with the making of the Term A-1 Loans on the Closing Date. The Revolving Credit Commitments shall be automatically and permanently terminated on the Commitment Revolving Credit Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated with the making of such Series of Incremental Term Loans. (b) At any time and from time to time after the date hereof, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments (but not to an amount lower than the aggregate principal amount of Swingline Loans outstanding at the time of reduction) or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 200,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Revolving Credit Commitments shall be automatically and permanently terminated on the Commitment Revolving Credit Termination Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. (b) At any time and from time to time after the date hereof, upon not less than three five Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, Commitment or the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit at such time shall result in an automatic corresponding reduction of the Swingline Commitment, Commitment or the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing BanksBorrower, the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Revolving Credit Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 8.2. (b) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ prior written notice to the Administrative Agent (and or in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated. (c) Each reduction of the Commitments pursuant to this Section 2.5 shall be applied ratably among the Lenders according to their respective Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing BanksBorrower, the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Tranche B Commitments shall be automatically and permanently terminated on the Commitment Closing Date (or, if earlier, on July 31, 2002), unless the Tranche B Term Loans have been made in full on or prior to such date. The Revolving Credit Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section or Section 8.2. (b) The Revolving Credit Commitments shall, on each date upon which a prepayment of the Loans is required under any of subsections (d) and (e) of Section 2.6 (and exceeds in amount the aggregate principal amount of Term Loans then outstanding) or would be required if Term Loans were then outstanding, be automatically and permanently reduced by the amount, if any, by which the amount of such required prepayment (determined as if an unlimited amount of Term Loans were then outstanding) exceeds the aggregate principal amount of Term Loans then actually outstanding, as more particularly set forth in Section 2.6(g). (c) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 1,000,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.6(bsubsection (c) may not thereafter be reinstated. (d) Each reduction of the Revolving Credit Commitments pursuant to this Section shall be applied ratably among the Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Maturity Date. The , and the Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, in each case unless sooner terminated pursuant to subsections (b) or (c) below or Section 9.2. (b) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Aggregate Unutilized Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 1,000,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.6(bsubsection (b) may not thereafter be reinstated. (c) The Aggregate Commitments shall, on each date upon which a prepayment of the Loans is required under Sections 2.6(d) through 2.6(f), be automatically and permanently reduced by an amount equal to the amount of such required prepayment. (d) Each reduction of the Commitments pursuant to this Section 2.5 shall be applied ratably among the Lenders according to their respective Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Aggregate Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Aggregate Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination DateDate (or on June 30, 1998, but only if the Closing Date shall not have occurred on or prior to such date). The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this section or SECTION 9.2. (b) The Commitments shall, on each date upon which a prepayment of the Loans is required under any provision of SECTION 2.6, be automatically and permanently reduced by the amount of such required prepayment, as more particularly set forth in SECTION 2.6(D). (c) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; Commitments, provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.6(bsubsection (c) may not thereafter be reinstated. (d) If at any time the Borrower incurs Indebtedness as described in SECTION 8.2(III)(A), the Commitments shall be automatically and permanently reduced by the amount of such Indebtedness. (e) Not later than one hundred eighty (180) days after its receipt of any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event (and in any event upon its determination not to repair or replace any property subject to such Casualty Event), the Commitments shall be automatically and permanently reduced in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event (less any amounts theretofore applied to the repair or replacement of property subject to such Casualty Event). The Borrower will deliver to the Agent, concurrently with such reduction, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that, notwithstanding the foregoing, (i) nothing in this subsection shall be deemed to limit or otherwise affect any right of the Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to the Borrower upon the terms hereof or thereof, or any obligation of the Borrower and each of its Subsidiaries herein or in any of the other Credit Documents to remit any such proceeds to the Agent upon its receipt thereof, and (ii) any and all such proceeds received or held by the Agent or the Borrower or any of its Subsidiaries during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair or replacement) shall be applied to prepay the outstanding principal amount of the Loans. (f) Each reduction of the Commitments pursuant to this Section shall be applied ratably among the Lenders according to their respective Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Initial Term Loan Commitments shall be automatically and permanently terminated on the Commitment Termination Closing Date upon the funding of the Initial Term Loans. The Initial Revolving Credit Commitments shall be automatically and permanently terminated on the Initial Revolving Credit Maturity Date. The Swingline Commitment shall be automatically and permanently terminated on the Latest Revolving Credit Maturity Date. The Additional Term Loan Commitments of any Class shall automatically terminate upon the making of the Additional Term Loans of such Class and, if any such Additional Term Loan Commitment Termination Date. (b) At is not drawn on the date that such Additional Term Loan Commitment is required to be drawn pursuant to the applicable Incremental Facility Agreement, the undrawn amount thereof shall automatically terminate and the Additional Revolving Credit Commitments of any Class shall automatically terminate on the Maturity Date specified therefor in the applicable Incremental Facility Agreement. Any time and from time to time after the date hereofClosing Date, upon not less than three Business Days’ prior written notice (or telephonic notice if followed promptly by written notice) given to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitmentnot later than 1:00 p.m., five Business Days prior to each such termination, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline CommitmentRevolving Credit Commitments; provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) 5,000,000 or, if greater, an integral multiple of $1,000,000 5,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.6(bsubsection (b) may not thereafter be reinstated. (b) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.05 shall be applied ratably among the Revolving Lenders according to their respective Revolving Credit Commitments; provided that any Incremental Revolving Facility may provide that the Borrower may terminate the commitments of such Incremental Revolving Facility on a less than pro rata basis with any other existing Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 2.05 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect and shall require immediate prepayment of the Unutilized Commitments until Swingline Loans to the effective date extent that the Swingline Commitment is reduced below the amount of any termination thereof shall be paid on the effective date of such terminationSwingline Loans then outstanding).

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Term Loans on the Closing Date (or on December 15, 2003, if the Closing Date shall not have occurred on or prior to such date). The Revolving Credit Commitments shall be automatically and permanently terminated on the Commitment Revolving Credit Termination DateDate (or on December 15, 2003, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination DateSwingline Maturity Date (or on December 15, 2003, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. (b) At any time and from time to time after the date hereof, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($500,000 200,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among provided further that a notice of termination of the Lenders according to their respective Commitments. Any such notice Revolving Credit Commitments delivered by the Company Borrower may be state that such notice is conditioned upon the effectiveness of other transactionscredit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Borrower or the Parent (whether by merger or otherwise), in which case such notice may be revoked or its effectiveness deferred by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.6(b2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

Termination and Reduction of Commitments and Swingline Commitment. (a) The aggregate Term Loan Commitments shall be automatically and permanently terminated on the Commitment Closing Date (or, if earlier, on April 30, 2001), unless the Term Loans have been made in full on or prior to such date. The Revolving Credit Commitments shall be automatically and permanently terminated on the Revolving Credit Termination DateDate (or on April 30, 2001, but only if the Closing Date shall not have occurred on or prior to such date). The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section or Section 8.2. (b) The Revolving Credit Commitments shall, on each date upon which a prepayment of the Loans is required under any of subsections (d) and (e) of Section 2.6 (and exceeds in amount the aggregate principal amount of Term Loans then outstanding) or would be required if Term Loans were then outstanding, be automatically and permanently reduced by the amount, if any, by which the amount of such required prepayment (determined as if an unlimited amount of Term Loans were then outstanding) exceeds the aggregate principal amount of Term Loans then actually outstanding, as more particularly set forth in Section 2.6(f). (c) At any time and from time to time after the date hereof, upon not less than three five (5) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment; , provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($500,000 1,000,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and applied ratably among the Lenders according to their respective Commitments. Any such notice delivered by the Company may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.6(bsubsection (c) may not thereafter be reinstated. (d) Each reduction of the Revolving Credit Commitments pursuant to this Section shall be applied ratably among the Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Sublimit and/or the Participated Letter of Credit Sublimit, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Borrowers, the Issuing Banks, Borrower or the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.