Common use of Non-Ratable Reduction Clause in Contracts

Non-Ratable Reduction. The Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment. Such termination shall be effective with respect to such Defaulting Lender’s unused Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such notice. Upon termination of a Lender’s Commitment under this Section 2.05(b), the Borrower will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 8.04 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower Tranche A Borrowers, TCCI or TFA shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments, Tranche B Commitments or Tranche C Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan, Tranche B Loan or Tranche C Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan or Canadian Prime Rate Loan, on the date set forth in such notice and, if such Loan is a Eurocurrency Rate Loan, a Tranche C Loan, a Money Market LIBOR Loan or a Money Market Absolute Rate Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(b), the Borrower Tranche A Borrowers, TCCI or TFA, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4, 9.4 and 8.049.5, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Tranche A Borrowers, TCCI or TFA may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(b), the Borrower shall Tranche A Borrowers, TCCI or TFA, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans. Tranche B Loans or Tranche C Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers, TCCI or TFA, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders, Tranche B Lenders or Tranche C Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Commitments in any calendar year by an amount in excess of the Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Moody’s, respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. The Borrower Tranche A Borrowers or TCCI shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments or Tranche B Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments or Tranche B Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan or Tranche B Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan or Canadian Prime Rate Loan, on the date set forth in such notice and, if such Loan is a Eurocurrency Rate Loan, a Money Market LIBOR Loan or a Money Market Absolute Rate Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(b), the Borrower Tranche A Borrowers or TCCI, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans or Tranche B Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4, 9.4 and 8.049.5, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Tranche A Borrowers or TCCI may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(b), the Borrower shall Tranche A Borrowers or TCCI, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans or Tranche B Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers or TCCI, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders or Tranche B Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. The Tranche A Borrowers, TCCI or the Tranche C Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments, Tranche B Commitments or Tranche C Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan, Tranche B Loan or Tranche C Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan or Canadian Prime Rate Loan, on the date set forth in such notice and, if such Loan is a Eurocurrency Rate Loan, or a Tranche C Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(c), the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4, 9.4 and 8.049.5, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Tranche A Borrowers, TCCI or the Tranche C Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(c) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(c), the Borrower shall Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans, Tranche B Loans or Tranche C Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders, Tranche B Lenders or Tranche C Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Revolving Credit Commitments in any calendar year by an amount in excess of the Revolving Credit Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such paymentspayments and, if such Lender is an Issuing Bank, shall pay to the Agent for deposit in the Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further. (ii) For purposes of this Section 2.06(c) only, howeverthe term “Rating Condition” shall mean a period commencing with notice (a “Rating Condition Notice”) by the Agent to the Company and the Lenders to the effect that the Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in the next sentence, and ending with notice by the Agent to the Company and the Lenders to the effect that such condition no longer exists. The Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that if pursuant both of S&P and Xxxxx’x (or any successor by merger or consolidation to this Section 2.05(bthe business of either thereof), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lenderrespectively, then rate the Borrower shall either (x) confirm senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Agent (which notice the Agent shall promptly notify to the Lenders) stating that the conditions rating of the senior public Debt of the Company does not meet the standard set forth in Section 3.02(a) the second sentence of this clause (ii), and (b) are met on and as requesting that the Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Agent.

Non-Ratable Reduction. The Borrower Company shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Revolving Credit Commitment. Such termination shall be effective with respect to such Defaulting Lender’s unused Revolving Credit Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such notice. Upon termination of a Lender’s Revolving Credit Commitment under this Section 2.05(b), the Borrower Borrowers will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a), and all other amounts then payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d9.04(c)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 9.04(e) shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Borrowers may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Any reduction in the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstatedreinstated except as otherwise provided in Section 2.18; provided further, however, that if pursuant to this Section 2.05(b), the Borrower Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower Borrowers shall either (x) confirm to the Agent that the conditions set forth in no Default under Section 3.02(a6.01(a) or (e) or Event of Default has occurred and (b) are met on and as of such date of payment is continuing or (y) pay or cause to be paid a ratable payment of principal and interest on Advances owing to all Lenders who are not Non-Defaulting Lenders.

Non-Ratable Reduction. The Borrower Tranche A Borrowers, TCCI or TFA shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments, Tranche B Commitments or Tranche C Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan, Tranche B Loan or Tranche C Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan or Canadian Prime Rate Loan, on the date set forth in such notice and, if such Loan is a Eurocurrency Rate Loan, or a Tranche C Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(b), the Borrower Tranche A Borrowers, TCCI or TFA, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4, 9.4 and 8.049.5, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Tranche A Borrowers, TCCI or TFA may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(b), the Borrower shall Tranche A Borrowers, TCCI or TFA, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans. Tranche B Loans or Tranche C Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers, TCCI or TFA, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders, Tranche B Lenders or Tranche C Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower Company shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Revolving Credit Commitment. Such termination shall be effective with respect to such Defaulting Lender’s unused Revolving Credit Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such notice. Upon termination of a Lender’s Revolving Credit Commitment under this Section 2.05(b), the Borrower Borrowers will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a), and all other amounts then payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d9.04(c)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 9.04(e) shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Borrowers may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Any reduction in the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstatedreinstated except as otherwise provided in Section 2.18; provided further, however, that if pursuant to this Section 2.05(b), the Borrower Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower Borrowers shall either (x) confirm to the Agent that the conditions set forth in no Default under Section 3.02(a6.01(a) or (e) or Event of Default has occurred and (b) are met on and as of such date of payment is continuing or (y) pay or cause to be paid a ratable payment of principal and interest on Advances owing to all Lenders who are not Non-Defaulting Lenders.

Non-Ratable Reduction. The Borrower Tranche A Borrowers, TCCI or TFA shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments, Tranche B Commitments or Tranche C Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan, Tranche B Loan or Tranche C Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan or Canadian Prime Rate Loan, on the date set forth in such notice and, if such Loan is a Eurocurrency Rate Loan, or a Tranche C Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(b), the Borrower Tranche A Borrowers, TCCI or TFA, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4, 9.4 and 8.049.5, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Tranche A Borrowers, TCCI or TFA may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(b), the Borrower shall Tranche A Borrowers, TCCI or TFA, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans, Tranche B Loans or Tranche C Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers, TCCI or TFA, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders, Tranche B Lenders or Tranche C Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ ' notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment's Commitment (determined without giving effect to any Competitive Bid Reduction). Such termination shall be effective effective, (i) with respect to such Defaulting Lender’s 's unused Commitment Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (ii) with respect to each Advance outstanding to such Lender, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.05(c), reduce the Lenders' Commitments in any calendar year by an amount in excess of the Commitments of any three Lenders or $480,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitment of any Lender in accordance with the terms and conditions set forth in Section 2.05(b) or 2.16(b). Upon termination of a Lender’s 's Commitment under this Section 2.05(b2.05(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee facility fees or other fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.04, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.10 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)2.13); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s 's rights under Sections 2.112.10, 2.14 2.13 and 8.049.04, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.05(c) may not be reinstated; provided further. (ii) For purposes of this Section 2.05(c) only, howeverthe term "Rating Condition" shall mean a period commencing with notice (a "Rating Condition Notice") by the Agent to the Company and the Lenders to the effect that the Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in the next sentence, and ending with notice by the Agent to the Company and the Lenders to the effect that such condition no longer exists. The Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that if pursuant both of S&P and Xxxxx'x (or any successor by merger or consolidation to this Section 2.05(bthe business of either thereof), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lenderrespectively, then rate the Borrower shall either (x) confirm senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Agent (which notice the Agent shall promptly notify to the Lenders) stating that the conditions rating of the senior public Debt of the Company does not meet the standard set forth in Section 3.02(a) the second sentence of this clause (ii), and (b) are met on and as requesting that the Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Agent.

Non-Ratable Reduction. The Borrower Tranche A Borrowers or TCCI shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments or Tranche B Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments or Tranche B Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan or Tranche B Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan or Canadian Prime Rate Loan, on the date set forth in such notice and, if such Loan is a Eurocurrency Rate Loan, a Money Market LIBOR Loan or a Money Market Absolute Rate Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(b), the Borrower Tranche A Borrowers or TCCI, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans or Tranche B Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4 and 8.049.4, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Tranche A Borrowers or TCCI may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(b), the Borrower shall Tranche A Borrowers or TCCI, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans or Tranche B Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers or TCCI, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders or Tranche B Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ ' notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment's Commitment (determined without giving effect to any Competitive Bid Reduction). Such termination shall be effective effective, (i) with respect to such Defaulting Lender’s 's unused Commitment Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (ii) with respect to each Advance outstanding to such Lender, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.05(c), reduce the Lenders' Commitments in any calendar year by an amount in excess of the Commitments of any three Lenders or $420,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitment of any Lender in accordance with the terms and conditions set forth in Section 2.05(b) or 2.16(b). Upon termination of a Lender’s 's Commitment under this Section 2.05(b2.05(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee facility fees or other fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.04, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.10 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)2.13); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s 's rights under Sections 2.112.10, 2.14 2.13 and 8.049.04, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.05(c) may not be reinstated; provided further. (ii) For purposes of this Section 2.05(c) only, howeverthe term "Rating Condition" shall mean a period commencing with notice (a "Rating Condition Notice") by the Agent to the Company and the Lenders to the effect that the Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in the next sentence, and ending with notice by the Agent to the Company and the Lenders to the effect that such condition no longer exists. The Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that if pursuant both of S&P and Xxxxx'x (or any successor by merger or consolidation to this Section 2.05(bthe business of either thereof), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lenderrespectively, then rate the Borrower shall either (x) confirm senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Agent (which notice the Agent shall promptly notify to the Lenders) stating that the conditions rating of the senior public Debt of the Company does not meet the standard set forth in Section 3.02(a) the second sentence of this clause (ii), and (b) are met on and as requesting that the Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Agent.

Non-Ratable Reduction. The Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment. Such termination shall be effective with respect to such Defaulting Lender’s unused Unused Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such notice. Upon termination of a Lender’s Commitment under this Section 2.05(b2.04(b), the Borrower will pay all principal of, and interest accrued to the date of such payment on, Revolving Credit Advances owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.03(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.112.10, any indemnification for taxes under Section 2.142.13, and any compensation payments due as provided in Section 8.04(d8.04(c)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.112.10, 2.14 2.13 and 8.04, and its obligations under Section 8.04 7.06 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.04(b) may not be reinstated; provided provided, further, however, that if pursuant to this Section 2.05(b2.04(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a3.02(a)(i) and (bii) are met on and as of such date of payment (and such conditions shall in fact be met on such date as if a Borrowing in the amount required to pay a ratable amount of principal and interest to each other Lender were made on such date) or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. The Tranche A Borrowers, TCCI or the Tranche C Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments, Tranche B Commitments or Tranche C Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan, Tranche B Loan or Tranche C Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan, Canadian Prime Rate Loan or SXXXX Xxxx, on the date set forth in such notice and, if such Loan is a Term Rate Loan or a Tranche C Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(c), the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4, 9.4 and 8.049.5, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Tranche A Borrowers, TCCI or the Tranche C Borrower may have against such Defaulting Lender arising out of such Defaulting LenderLxxxxx’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(c) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(c), the Borrower shall Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans, Tranche B Loans or Tranche C Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders, Tranche B Lenders or Tranche C Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Revolving Credit Commitments in any calendar year by an amount in excess of the Revolving Credit Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such paymentspayments and, if such Lender is an Issuing Bank, shall pay to the Administrative Agent for deposit in the Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Xxxxx’x (or any successor by merger or consolidation to the business of either thereof), respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. The Borrower shall have the right, at any time, upon at least three ten Business Days’ written notice to a Defaulting Lender Bank (with a copy to the Administrative Agent), to terminate in whole such Defaulting LenderBank’s Commitment. Such ; provided that if any Loans have been made by such Defaulting Bank and remain outstanding, no Default or Event of Default has occurred and is continuing, such termination shall be effective effective, (x) with respect to such Defaulting LenderBank’s unused Commitment Pro Rata Share of the Total Availability on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Loan outstanding to such Bank, in the case of an ABR Loan, on the date set forth in such notice and in the case of a Eurodollar Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a LenderBank’s Commitment under this Section 2.05(b), the Borrower will pay or cause to be paid in full in cash all principal of, and interest accrued to the date of such payment on, Advances Loans owing to such Defaulting Lender Bank and pay any accrued unused commitment fee Commitment Fees payable to such Defaulting Lender Bank pursuant to the provisions of Section 2.04(a3.08 (subject to Section 2.08), and all other amounts payable to such Defaulting Lender Bank hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d))4.04; and upon such payments, the obligations of such Defaulting Lender hereunder Bank shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting LenderBank’s rights under Sections 2.114.03, 2.14 4.04 and 8.0411.10, and its obligations under Section 8.04 9.08 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstated; provided provided, further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender Bank any principal of, or interest accrued on, the Revolving Credit Advances owing Loans owning to such Defaulting LenderBank, then the Borrower shall either (x) confirm to the Administrative Agent that the conditions set forth in Section 3.02(aSections 6.02(b) and (bc) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders Banks who are not Defaulting LendersBanks.

Non-Ratable Reduction. The Borrower As long as no Default or Unmatured Default exists at the time of such request and at the time of reduction, Whirlpool shall have the right, at any time, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Loan outstanding to such Lender, in the case of a Base Rate Loan, on the date set forth in such notice and, in the case of a Eurodollar Rate Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.03(c), the Borrower Borrowers will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Loans owing to such Defaulting Lender and pay any accrued unused commitment fee Unused Commitment Fees or Letter of Credit issuance fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.07, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any indemnification for Taxes under Section 3.01 and any increased costs or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.02 or 3.03); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.01, 2.14 3.02, 3.03, and 8.0410.06, and its obligations under Section 8.04 11.08 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments Commitment of the Lenders once reduced pursuant to this Section 2.05(b2.03(c)(ii) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower Company shall have the right, at any time, upon at least three ten Business Days’ Days notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance. Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee facility fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.04, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and, if such Lender is an Issuing Bank, shall pay to the Agent for deposit in the L/C Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that . Subject to Section 2.18, the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstated; provided provided, further, however, that if pursuant to this Section 2.05(b), the Borrower Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower Borrowers shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b3.03(a) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower As long as no Default or Unmatured Default exists at the time of such request and at the time of reduction, Whirlpool shall have the right, at any time, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Loan outstanding to such Lender, in the case of a Base Rate Loan, on the date set forth in such notice and, in the case of a Eurodollar Rate Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.03(c), the Borrower Borrowers will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Loans owing to such Defaulting Lender and pay any accrued unused commitment fee Unused Commitment Fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.07, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any indemnification for Taxes under Section 3.01 and any increased costs or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.02 or 3.03); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.01, 2.14 3.02, 3.03, and 8.0410.06, and its obligations under Section 8.04 11.08 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments Commitment of the Lenders once reduced pursuant to this Section 2.05(b2.03(c)(ii) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. The Tranche A Borrowers, TCCI or the Tranche C Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments, Tranche B Commitments or Tranche C Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan, Tranche B Loan or Tranche C Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan, Canadian Prime Rate Loan or XXXXX Loan, on the date set forth in such notice and, if such Loan is a Term Rate Loan or a Tranche C Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(c), the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4, 9.4 and 8.049.5, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Tranche A Borrowers, TCCI or the Tranche C Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(c) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(c), the Borrower shall Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans, Tranche B Loans or Tranche C Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders, Tranche B Lenders or Tranche C Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower shall have the right, at any time, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Revolving Loan Commitment. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Revolving Loan Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Revolving Loan outstanding to such Lender, in the case of a Base Rate Loan, on the date set forth in such notice and, in the case of a Eurodollar Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Revolving Loan Commitment under this Section 2.05(b2.6(c), the Borrower will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Loans owing to such Defaulting Lender and pay any accrued unused commitment fee Commitment Fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)3.4, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 4.1 or 4.2 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)4.4); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.114.1, 2.14 4.2, 4.4 and 8.0411.5, and its obligations under Section 8.04 10.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that . Except in accordance with Section 2.6(b), the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments Revolving Loan Commitment of the Lenders once reduced pursuant to this Section 2.05(b2.6(c) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower shall have the right, at any time, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each 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 Rate, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.5(c), the Borrower will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Loans owing to such Defaulting Lender and pay any accrued unused commitment fee Commitment Fees or L/C Fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(aSections 5.3(a) or 3.3(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, Sections 5.9(c) or 5.11 and any indemnification for taxes Taxes under Section 2.145.12); and, and any compensation payments due if such Lender is an Issuing Lender, the Borrower shall pay to the Administrative Agent for deposit in a cash collateral account as provided described in Section 8.04(d)); 12.2(b) an amount equal to the undrawn and unexpired amount of all Letters of Credit issued by such Issuing Lender, and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.115.9(c), 2.14 5.11, 5.12 and 8.0414.2, and, in the case of an Issuing Bank, Sections 3.3(b) and 12.2(b), and its obligations under Section 8.04 13.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(c) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting LenderXxxxxx’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Term Rate Advances, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Commitments in any calendar year by an amount in excess of the Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Moody’s, respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. The Borrower Company shall have the right, at any time, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance. Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee facility fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.04, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and, if such Lender is an Issuing Bank, shall pay to the Agent for deposit in the L/C Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that . Subject to Section 2.18, the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower Company shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment. Such termination shall be effective with respect to such Defaulting Lender’s unused Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such notice. Upon termination of a Lender’s Commitment under this Section 2.05(b), the Borrower Borrowers will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d9.04(c)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 9.04 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Borrowers may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower Borrowers shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower As long as no Default or Unmatured Default exists at the time of such request and at the time of reduction, Whirlpool shall have the right, at any time, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of a Base Rate Advance, on the date set forth in such notice and, in the case of a Eurodollar Rate Advance, on the last day of the then current Interest Period relating to such Advance. Upon termination of a Lender’s Commitment under this Section 2.05(b2.03(c), the Borrower Borrowers will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee Unused Commitment Fees or Letter of Credit issuance fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.07, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any indemnification for Taxes under Section 3.01 and any increased costs or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.02 or 3.03); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.01, 2.14 3.02, 3.03, and 8.0410.06, and its obligations under Section 8.04 11.08 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments Commitment of the Lenders once reduced pursuant to this Section 2.05(b2.03(c)(ii) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such NYDOCS01/1619437.3A 39 termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Revolving Credit Commitments in any calendar year by an amount in excess of the Revolving Credit Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such paymentspayments and, if such Lender is an Issuing Bank, shall pay to the Administrative Agent for deposit in the Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Xxxxx’x (or any successor by merger or consolidation to the business of either thereof), respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.notice by the Administrative Agent. NYDOCS01/1619437.3A 40

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Term Rate Advances, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Commitments in any calendar year by an amount in excess of the Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Xxxxx’x, respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. The Borrower shall have the right, at any time, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurodollar Rate, on the last day of the then current Interest Period relating to such Advance. Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b), the Borrower will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.04, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 8.04 7.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstated; provided provided, further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b3.03(a) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. The Tranche A Borrowers, TCCI or the Tranche C Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments, Tranche B Commitments or Tranche C Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan, Tranche B Loan or Tranche C Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan, Canadian Prime Rate Loan or SXXXX Loan, on the date set forth in such notice and, if such Loan is a Term Rate Loan or a Tranche C Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(c), the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting 39 Toyota - 364 Day Credit Agreement Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4, 9.4 and 8.049.5, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Tranche A Borrowers, TCCI or the Tranche C Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(c) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(c), the Borrower shall Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans, Tranche B Loans or Tranche C Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders, Tranche B Lenders or Tranche C Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ ' notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment's Commitment (determined without giving effect to any Competitive Bid Reduction). Such termination shall be effective effective, (i) with respect to such Defaulting Lender’s 's unused Commitment Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (ii) with respect to each Advance outstanding to such Lender, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.05(c), reduce the Lenders' Commitments in any calendar year by an amount in excess of the Commitments of any three Lenders or $420,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitment of any Lender in accordance with the terms and conditions set forth in Section 2.05(b) or 2.16(b). Upon termination of a Lender’s 's Commitment under this Section 2.05(b2.05(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee facility fees or other fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.04, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.10 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)2.13); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s 's rights under Sections 2.112.10, 2.14 2.13 and 8.049.04, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.05(c) may not be reinstated; provided further. (ii) For purposes of this Section 2.05(c) only, howeverthe term "Rating Condition" shall mean a period commencing with notice (a "Rating Condition Notice") by the Agent to the Company and the Lenders to the effect that the Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in the next sentence, and ending with notice by the Agent to the Company and the Lenders to the effect that such condition no longer exists. The Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that if pursuant to this Section 2.05(bboth of S&P and Moody's (or any successor by merger or consolidatiox xx xhe business of either thereof), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lenderrespectively, then rate the Borrower shall either (x) confirm senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Agent (which notice the Agent shall promptly notify to the Lenders) stating that the conditions rating of the senior public Debt of the Company does not meet the standard set forth in Section 3.02(a) the second sentence of this clause (ii), and (b) are met on and as requesting that the Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Agent.

Non-Ratable Reduction. The Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment. Such termination shall be effective with respect to such Defaulting Lender’s unused Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such notice. Upon termination of a Lender’s Commitment under this Section 2.05(b), the Borrower will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee Ticking Fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a), and all other amounts then payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d9.04(c)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 9.04(e) shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Any reduction in the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in no Default under Section 3.02(a6.01(a) or (e) or Event of Default has occurred and (b) are met on and as of such date of payment is continuing or (y) pay or cause to be paid a ratable payment of principal and interest on Advances owing to all Lenders who are not Non-Defaulting Lenders.

Non-Ratable Reduction. The Borrower As long as no Default or Unmatured Default exists at the time of such request and at the time of reduction, Whirlpool shall have the right, at any time, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Loan outstanding to such Lender, in the case of a Floating Rate Loan, on the date set forth in such notice and, in the case of a Eurodollar Rate Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.03(c), the Borrower Whirlpool will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Loans owing to such Defaulting Lender and pay any accrued unused commitment fee Unused Commitment Fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.07, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any indemnification for Taxes under Section 3.01 and any increased costs or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.02 or 3.03); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.01, 2.14 3.02, 3.03, and 8.0410.06, and its obligations under Section 8.04 11.08 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments Commitment of the Lenders once reduced pursuant to this Section 2.05(b2.03(c)(ii) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower Company shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment. Such termination shall be effective with respect to such Defaulting Lender’s unused Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such notice. Upon termination of a Lender’s Commitment under this Section 2.05(b), the Borrower Borrowers will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d9.04(c)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 9.04 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Borrowers may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower Borrowers shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting LenderXxxxxx’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Term Rate Advances, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Commitments in any calendar year by an amount in excess of the Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Xxxxx’x, respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. The Borrower Tranche A Borrowers, TCCI or TFA shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments, Tranche B Commitments or Tranche C Commitments, respectively. Toyota – Five Year Credit Agreement (2015) Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan, Tranche B Loan or Tranche C Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan or Canadian Prime Rate Loan, on the date set forth in such notice and, if such Loan is a Eurocurrency Rate Loan, a Tranche C Loan, a Money Market LIBOR Loan or a Money Market Absolute Rate Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(b), the Borrower Tranche A Borrowers, TCCI or TFA, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4, 9.4 and 8.049.5, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Tranche A Borrowers, TCCI or TFA may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(b), the Borrower shall Tranche A Borrowers, TCCI or TFA, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans. Tranche B Loans or Tranche C Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers, TCCI or TFA, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders, Tranche B Lenders or Tranche C Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Commitments in any calendar year by an amount in excess of the Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Xxxxx’x, respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. The Borrower Company shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Revolving Credit Commitment. Such termination shall be effective with respect to such Defaulting Lender’s unused Revolving Credit Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such notice. Upon termination of a Lender’s Revolving Credit Commitment under this Section 2.05(b), the Borrower Borrowers will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a), and all other amounts then payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d9.04(c)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 9.04(e) shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Borrowers may have against such Defaulting Lender arising out of such Defaulting LenderXxxxxx’s default hereunder shall be released or impaired in any way. The Any reduction in the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstatedreinstated except as otherwise provided in Section 2.18; provided further, however, that if pursuant to this Section 2.05(b), the Borrower Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower Borrowers shall either (x) confirm to the Agent that the conditions set forth in no Default under Section 3.02(a6.01(a) or (e) or Event of Default has occurred and (b) are met on and as of such date of payment is continuing or (y) pay or cause to be paid a ratable payment of principal and interest on Advances owing to all Lenders who are not Non-Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurodollar Rate, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Commitments in any calendar year by an amount in excess of the Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.19, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee ticking fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Moody’s, respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. The Tranche A Borrowers, TCCI or the Tranche C Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments, Tranche B Commitments or Tranche C Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan, Tranche B Loan or Tranche C Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan, Canadian Prime Rate Loan or SXXXX Xxxx, xn the date set forth in such notice and, if such Loan is a Term Rate Loan or a Tranche C Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(c), the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4, 9.4 and 8.049.5, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Tranche A Borrowers, TCCI or the Tranche C Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(c) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(c), the Borrower shall Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans, Tranche B Loans or Tranche C Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders, Tranche B Lenders or Tranche C Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ ' notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment's Commitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment 's Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders' Revolving Credit Commitments in any calendar year by an amount in excess of the Revolving Credit Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment 's Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee facility fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such paymentspayments and, if such Lender is an Issuing Bank, shall pay to the Agent for deposit in the L/C Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s 's rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further. (ii) For purposes of this Section 2.06(c) only, howeverthe term "Rating Condition" shall mean a period commencing with notice (a "Rating Condition Notice") by the Agent to the Company and the Lenders to the effect that the Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in the next sentence, and ending with notice by the Agent to the Company and the Lenders to the effect that such condition no longer exists. The Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that if pursuant both of S&P and Xxxxx'x (or any successor by merger or consolidation to this Section 2.05(bthe business of either thereof), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lenderrespectively, then rate the Borrower shall either (x) confirm senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Agent (which notice the Agent shall promptly notify to the Lenders) stating that the conditions rating of the senior public Debt of the Company does not meet the standard set forth in Section 3.02(a) the second sentence of this clause (ii), and (b) are met on and as requesting that the Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Agent.

Non-Ratable Reduction. The Borrower API shall have the right, at any time, upon at least three ten Domestic Business Days’ written notice to a Defaulting Lender Bank (with a copy to the Administrative Agent), to terminate in whole such Defaulting LenderBank’s Commitment; provided that if any Loans have been made by such Defaulting Bank and remain outstanding, no Default or Event of Default has occurred and is continuing. Such termination shall be effective effective, (x) with respect to such Defaulting LenderBank’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Domestic Business Days after receipt of such notice and (y) with respect to each Loan outstanding to such Bank, in the case of an ABR Loan, on the date set forth in such notice, in the case of a Revolving Eurodollar Loan, on the last day of the then current Interest Period relating to such Loan and, in the case of a Competitive Advance Loan, on the Maturity Date of such Loan. Upon termination of a LenderBank’s Commitment under this Section 2.05(b), the Borrower Borrowers will pay or cause to be paid in full in cash all principal of, and interest accrued to the date of such payment on, Advances Loans owing to such Defaulting Lender Bank and pay any accrued unused commitment fee Commitment Fees payable to such Defaulting Lender Bank pursuant to the provisions of Section 2.04(a3.08 (subject to Section 2.10), and all other amounts payable to such Defaulting Lender Bank hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d))4.04; and upon such payments, the obligations of such Defaulting Lender hereunder Bank shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting LenderBank’s rights under Sections 2.114.03, 2.14 4.04 and 8.0411.10, and its obligations under Section 8.04 9.08 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower Borrowers shall pay to a Defaulting Lender Bank any principal of, or interest accrued on, the Revolving Credit Advances Loans owing to such Defaulting LenderBank, then the Borrower Borrowers shall either (x) confirm to the Administrative Agent that the conditions set forth in Section 3.02(a6.02(b) and (bc) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders Banks who are not Defaulting LendersBanks. Subject to Section 2.04, once so reduced or terminated pursuant to this Section 2.05, the Commitments of the Banks shall not be reinstated.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such notice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice, in the case of Term Rate Advances, on the last day of the then current Interest Period relating to such Advance and, in the case of an Alternative Currency Daily Rate Advance, on the next Interest Payment Date applicable thereto; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Revolving Credit Commitments in any calendar year by an amount in excess of the Revolving Credit Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such paymentspayments and, if such Lender is an Issuing Bank, shall pay to the Administrative Agent for deposit in the Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Xxxxx’x, respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ ' notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment's Commitment (determined without giving effect to any Competitive Bid Reduction). Such termination shall be effective effective, (i) with respect to such Defaulting Lender’s 's unused Commitment Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (ii) with respect to each Advance outstanding to such Lender, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.05(c), reduce the Lenders' Commitments in any calendar year by an amount in excess of the Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitment of any Lender in accordance with the terms and conditions set forth in Section 2.05(b). Upon termination of a Lender’s 's Commitment under this Section 2.05(b2.05(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee facility fees or other fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.04, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.10 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)2.13); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s 's rights under Sections 2.112.10, 2.14 2.13 and 8.049.04, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.05(c) may not be reinstated; provided further. (ii) For purposes of this Section 2.05(c) only, howeverthe term "Rating Condition" shall mean a period commencing with notice (a "Rating Condition Notice") by the Agent to the Company and the Lenders to the effect that the Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in the next sentence, and ending with notice by the Agent to the Company and the Lenders to the effect that such condition no longer exists. The Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that if pursuant both of S&P and Xxxxx'x (or any successor by merger or consolidation to this Section 2.05(bthe business of either thereof), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lenderrespectively, then rate the Borrower shall either (x) confirm senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Agent (which notice the Agent shall promptly notify to the Lenders) stating that the conditions rating of the senior public Debt of the Company does not meet the standard set forth in Section 3.02(a) the second sentence of this clause (ii), and (b) are met on and as requesting that the Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Agent.

Non-Ratable Reduction. The Borrower As long as no Default or Unmatured Default exists at the time of such request and at the time of reduction, Whirlpool shall have the right, at any time, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Loan outstanding to such Lender, in the case of a Base Rate Loan, on the date set forth in such notice and, in the case of a Eurocurrency Rate Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.03(c), the Borrower Borrowers will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Loans owing to such Defaulting Lender and pay any accrued unused commitment fee Unused Commitment Fees or Letter of Credit issuance fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.07, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any indemnification for Taxes under Section 3.01 and any increased costs or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.02 or 3.03); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.01, 2.14 3.02, 3.03, and 8.0410.06, and its obligations under Section 8.04 11.08 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments Commitment of the Lenders once reduced pursuant to this Section 2.05(b2.03(c)(ii) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Revolving Credit Commitments in any calendar year by an amount in excess of the Revolving Credit Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee facility fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such paymentspayments and, if such Lender is an Issuing Bank, shall pay to the Agent for deposit in the L/C Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further. (ii) For purposes of this Section 2.06(c) only, howeverthe term “Rating Condition” shall mean a period commencing with notice (a “Rating Condition Notice”) by the Agent to the Company and the Lenders to the effect that the Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in the next sentence, and ending with notice by the Agent to the Company and the Lenders to the effect that such condition no longer exists. The Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that if pursuant both of S&P and Xxxxx’x (or any successor by merger or consolidation to this Section 2.05(bthe business of either thereof), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lenderrespectively, then rate the Borrower shall either (x) confirm senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Agent (which notice the Agent shall promptly notify to the Lenders) stating that the conditions rating of the senior public Debt of the Company does not meet the standard set forth in Section 3.02(a) the second sentence of this clause (ii), and (b) are met on and as requesting that the Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Agent.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ ' notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment's Commitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment 's Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders' Revolving Credit Commitments in any calendar year by an amount in excess of the Revolving Credit Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b) .. Upon termination of a Lender’s Commitment 's Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee facility fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such paymentspayments and, if such Lender is an Issuing Bank, shall pay to the Agent for deposit in the L/C Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s 's rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further. (ii) For purposes of this Section 2.06(c) only, howeverthe term "Rating Condition" shall mean a period commencing with notice (a "Rating Condition Notice") by the Agent to the Company and the Lenders to the effect that the Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in the next sentence, and ending with notice by the Agent to the Company and the Lenders to the effect that such condition no longer exists. The Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that if pursuant both of S&P and Xxxxx'x (or any successor by merger or consolidation to this Section 2.05(bthe business of either thereof), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lenderrespectively, then rate the Borrower shall either (x) confirm senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Agent (which notice the Agent shall promptly notify to the Lenders) stating that the conditions rating of the senior public Debt of the Company does not meet the standard set forth in Section 3.02(a) the second sentence of this clause (ii), and (b) are met on and as requesting that the Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Agent.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting LenderXxxxxx’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting LenderXxxxxx’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such notice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice, in the case of Term Rate Advances, on the last day of the then current Interest Period relating to such Advance and, in the case of an Alternative Currency Daily Rate Advance, on the next Interest Payment Date applicable thereto; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Revolving Credit Commitments in any calendar year by an amount in excess of the Revolving Credit Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a LenderXxxxxx’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender Xxxxxx and pay any accrued unused commitment fee fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such paymentspayments and, if such Lender is an Issuing Bank, shall pay to the Administrative Agent for deposit in the Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting LenderXxxxxx’s rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Moody’s, respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. The Borrower shall have the right, at any time, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Revolving Loan Commitment. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Revolving Loan Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Revolving Loan outstanding to such Lender, in the case of a Base Rate Loan, on the date set forth in such notice and, in the case of a Eurodollar Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Revolving Loan Commitment under this Section 2.05(b2.6(c), the Borrower will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Loans owing to such Defaulting Lender and pay any accrued unused commitment fee Commitment Fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)3.4, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 4.1 or 4.2 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)4.4); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.114.1, 2.14 4.2, 4.4 and 8.0411.5, and its obligations under Section 8.04 10.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that . Subject to Section 2.6(b), the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments Revolving Loan Commitment of the Lenders once reduced pursuant to this Section 2.05(b2.6(c) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower Company shall have the right, at any timetime so long as no Event of Default has occurred and is continuing, upon at least three ten Business NYDOCS02/868991.8 Days’ notice to a Defaulting an Affected Lender (with a copy to the Agent), to terminate in whole such Defaulting Affected Lender’s Commitment. Such termination shall be effective with respect to such Defaulting Affected Lender’s unused Unused Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such notice. Upon termination of a Lender’s Commitment under this Section 2.05(b), and notwithstanding the Borrower pro rata sharing provisions contained in this Agreement the Company will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Affected Lender and pay any accrued unused commitment fee fees payable to such Defaulting Affected Lender pursuant to the provisions of Section 2.04(a)2.04, and all other amounts payable to such Defaulting Affected Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)9.04); and upon such payments, the obligations of such Defaulting Affected Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Affected Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 Sections 8.05, 9.08 and 9.13 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Company may have against such Defaulting Affected Lender arising out of such Defaulting Affected Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower Borrowers shall pay to a Defaulting an Affected Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Affected Lender, then the Borrower Company shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b3.03(a) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Affected Lenders. (i) Section 2.07(a) is amended by deleting the words “plus (z) the Applicable Utilization Fee, if any, in effect from time to time” in both places such words appear. (j) Section 2.19(c)(i) of the Credit Agreement is hereby amended by replacing the words “facility fees” contained therein with the words “commitment fees”. (k) Article II of the Credit Agreement is hereby amended by inserting at the end thereof the following new Section 2.20:

Non-Ratable Reduction. The Borrower Company shall have the right, at any time, upon at least three ten Business Days’ Days notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance. Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee facility fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.04, and all other amounts NYDOCS02/1129523.1 payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and, if such Lender is an Issuing Bank, shall pay to the Agent for deposit in the L/C Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that . Subject to Section 2.18, the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstated; provided provided, further, however, that if pursuant to this Section 2.05(b), the Borrower Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower Borrowers shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b3.03(a) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower Tranche A Borrowers or TCCI shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments or Tranche B Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments or Tranche B Commitments, as applicable, on the date set forth in such notice, provided, howeverhowever , that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan or Tranche B Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan or Canadian Prime Rate Loan, on the date set forth in such notice and, if such Loan is a Eurocurrency Rate Loan, a Money Market LIBOR Loan or a Money Market Absolute Rate Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(b), the Borrower Tranche A Borrowers or TCCI, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans or Tranche B Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4 and 8.049.4, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Tranche A Borrowers or TCCI may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(b), the Borrower shall Tranche A Borrowers or TCCI, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans or Tranche B Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers or TCCI, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders or Tranche B Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower Company shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment. Such termination shall be effective with respect to such Defaulting Lender’s unused Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such notice. Upon termination of a Lender’s Commitment under this Section 2.05(b), the Borrower Company will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a), and all other amounts then payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d9.04(c)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 9.04(e) shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Company may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Any reduction in the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b), the Borrower Company shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower Company shall either (x) confirm to the Agent that the conditions set forth in no Default under Section 3.02(a6.01(a) or (e) or Event of Default has occurred and (b) are met on and as of such date of payment is continuing or (y) pay or cause to be paid a ratable payment of principal and interest on Advances owing to all Lenders who are not Non-Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Revolving Credit Commitments in any calendar year by an amount in excess of the Revolving Credit Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such paymentspayments and, if such Lender is an Issuing Bank, shall pay to the Administrative Agent for deposit in the Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Xxxxx’x, respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurocurrency Rate, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Commitments in any calendar year by an amount in excess of the Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Moody’s (or any successor by merger or consolidation to the business of either thereof), respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting LenderXxxxxx’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such noticenotice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Term Rate Advances, on the last day of the then current Interest Period relating to such Advance; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Commitments in any calendar year by an amount in excess of the Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a Lender’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment fee fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Xxxxx’x, respectively, then rate the senior public Debt of the Company lower than BBB-and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. The Borrower Company shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Revolving Credit Commitment. Such termination shall be effective with respect to such Defaulting Lender’s unused Revolving Credit Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such notice. Upon termination of a Lender’s Revolving Credit Commitment under this Section 2.05(b), the Borrower Borrowers will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a), and all other amounts then payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d9.04(c)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.11, 2.14 and 8.049.04, and its obligations under Section 8.04 9.04(e) shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower Borrowers may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Any reduction in the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b) may not be reinstatedreinstated except as otherwise provided in Section 2.18; provided further, however, that if pursuant to this Section 2.05(b), the Borrower Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower Borrowers shall either (x) confirm to the Agent that the conditions set forth in no Default under Section 3.02(a6.01(a) or (e) or Event of Default has occurred and (b) are met on and as of such date of payment is continuing or (y) pay or cause to be paid a ratable payment of principal and interest on Advances owing to all Lenders who are not Non-Defaulting Lenders.. Interpublic Credit Agreement

Non-Ratable Reduction. The Tranche A Borrowers, TCCI or the Tranche C Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments, Tranche B Commitments or Tranche C Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan, Tranche B Loan or Tranche C Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan, Canadian Prime Rate Loan or SXXXX Loan, on the date set forth in such notice and, if such Loan is a Term Rate Loan or a Tranche C Loan, on the 38 Toyota – Five Year Credit Agreement (2021) last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(c), the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4, 9.4 and 8.049.5, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Tranche A Borrowers, TCCI or the Tranche C Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(c) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(c), the Borrower shall Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans, Tranche B Loans or Tranche C Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders, Tranche B Lenders or Tranche C Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. (i) The Borrower Company shall have the right, at any timetime other than during any Rating Condition, upon at least three ten Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting LenderXxxxxx’s CommitmentCommitments. Such termination shall be effective effective, (x) with respect to such Defaulting LenderXxxxxx’s unused Commitment Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such notice and (y) with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice, in the case of Term Rate Advances, on the last day of the then current Interest Period relating to such Advance and, in the case of an Alternative Currency Daily Rate Advance, on the next Interest Payment Date applicable thereto; provided further, however, that such termination shall not be effective, if, after giving effect to such termination, the Company would, under this Section 2.06(c), reduce the Lenders’ Revolving Credit Commitments in any calendar year by an amount in excess of the Revolving Credit Commitments of any three Lenders or $240,000,000, whichever is greater on the date of such termination. Notwithstanding the preceding proviso, the Company may terminate in whole the Commitments of any Lender in accordance with the terms and conditions set forth in Section 2.06(b). Upon termination of a LenderXxxxxx’s Commitment Commitments under this Section 2.05(b2.06(c), the Borrower Company will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender Xxxxxx and pay any accrued unused commitment fee fees or Letter of Credit fees payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a)2.05, and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 2.11 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)); and upon such paymentspayments and, if such Lender is an Issuing Bank, shall pay to the Administrative Agent for deposit in the Cash Deposit Account an amount equal to the Available Amount of all Letters of Credit issued by such Issuing Bank, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting LenderXxxxxx’s rights under Sections 2.11, 2.14 and 8.049.04, and, in the case of an Issuing Bank, Sections 2.04(b) and 6.02, and its obligations under Section 8.04 8.05 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.06(c) may not be reinstated; provided further, however, that if pursuant to . (ii) For purposes of this Section 2.05(b)2.06(c) only, the Borrower term “Rating Condition” shall pay to mean a Defaulting Lender any principal of, or interest accrued on, period commencing with notice (a “Rating Condition Notice”) by the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm Administrative Agent to the Agent Company and the Lenders to the effect that the conditions Administrative Agent has been informed that the rating of the senior public Debt of the Company is unsatisfactory under the standard set forth in Section 3.02(athe next sentence, and ending with notice by the Administrative Agent to the Company and the Lenders to the effect that such condition no longer exists. The Administrative Agent shall give a Rating Condition Notice promptly upon receipt from the Company or any Lender of notice stating, in effect, that both of S&P and Xxxxx’x, respectively, then rate the senior public Debt of the Company lower than BBB- and Baa3. The Company agrees to give notice to the Administrative Agent forthwith upon any change in a rating by either such organization of the senior public Debt of the Company; the Administrative Agent shall have no duty whatsoever to verify the accuracy of any such notice from the Company or any Lender or to monitor independently the ratings of the senior public Debt of the Company and no Lender shall have any duty to give any such notice. The Administrative Agent shall give notice to the Lenders and the Company as to the termination of a Rating Condition promptly upon receiving a notice from the Company to the Administrative Agent (which notice the Administrative Agent shall promptly notify to the Lenders) stating that the rating of the senior public Debt of the Company does not meet the standard set forth in the second sentence of this clause (ii), and (b) are met on and as requesting that the Administrative Agent notify the Lenders of the termination of the Rating Condition. The Rating Condition shall terminate upon the giving of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lendersnotice by the Administrative Agent.

Non-Ratable Reduction. The Tranche A Borrowers, TCCI or the Tranche C Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s CommitmentTranche A Commitments, Tranche B Commitments or Tranche C Commitments, respectively. Such termination shall be effective effective, (x) with respect to such Defaulting Lender’s unused Commitment Tranche A Commitments, Tranche B Commitments or Tranche C Commitments, as applicable, on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such noticenotice and (y) with respect to each Tranche A Loan, Tranche B Loan or Tranche C Loan outstanding to such Defaulting Lender, if such Loan is a Base Rate Loan, Canadian Prime Rate Loan or SXXXX Loan, on the date set forth in such notice and, if such Loan is a Term Rate Loan or a Tranche C Loan, on the last day of the then current Interest Period relating to such Loan. Upon termination of a Lender’s Commitment under this Section 2.05(b2.5(c), the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances Tranche A Loans, Tranche B Loans or Tranche C Loans, as applicable, owing to such Defaulting Lender and pay any accrued unused commitment facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.04(a2.8(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.11, 3.4 and any indemnification for taxes Taxes under Section 2.14, and any compensation payments due as provided in Section 8.04(d)3.1); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.113.1, 2.14 3.4, 9.4 and 8.049.5, and its obligations under Section 8.04 8.7 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Tranche A Borrowers, TCCI or the Tranche C Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The Subject to Section 2.14, the aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.5(c) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.5(c), the Borrower shall Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, pay or cause to be paid to a Defaulting Lender any principal of, or interest accrued on, the Revolving Credit Advances Tranche A Loans, Tranche B Loans or Tranche C Loans owing to such Defaulting Lender, then the Borrower Tranche A Borrowers, TCCI or the Tranche C Borrower, as applicable, shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Tranche A Lenders, Tranche B Lenders or Tranche C Lenders, as applicable, who are not Defaulting Lenders.

Non-Ratable Reduction. The Borrower Borrower, at its sole discretion, shall have the right, but not the obligation, at any timetime so long as no Event of Default has occurred and is continuing, upon at least three ten Business Days’ notice to a Defaulting an Affected Lender (with a copy to the Agent), to terminate in whole such Defaulting Affected Lender’s Commitment. Such termination shall be effective with respect to such Defaulting Affected Lender’s unused Unused Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three ten Business Days after receipt of such notice. Upon termination of a Lender’s Commitment under this Section 2.05(b2.04(b), the Borrower will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Affected Lender and pay any accrued unused commitment fee fees payable to such Defaulting Affected Lender pursuant to the provisions of Section 2.04(a)2.03, and all other amounts payable to such Defaulting Affected Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 2.112.10, any indemnification for taxes under Section 2.142.13, and any compensation payments due as provided in Section 8.04(d)8.04); and upon such payments, the obligations of such Defaulting Affected Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Affected Lender’s rights under Sections 2.112.10, 2.14 2.13 and 8.04, and its obligations under Section 8.04 Sections 7.05 and 8.08 shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Affected Lender arising out of such Defaulting Affected Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.05(b2.04(b) may not be reinstated; provided further, however, that if pursuant to this Section 2.05(b2.04(b), the Borrower Borrowers shall pay to a Defaulting an Affected Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Affected Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a) and (b) 3.02 are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Affected Lenders. (e) Section 2.06(a) is amended by deleting the phase “plus (z) the Applicable Utilization Fee in effect from time to time” in each of the places such phrase appears. (f) Article II is hereby amended by inserting at the end thereof the following new Section 2.19: