Termination and Acceptance. The Initial Lenders’ commitments with respect to the Senior Secured Credit Facilities as set forth above, and each Agent’s agreements to perform the services described herein, will automatically terminate (without further action or notice and without further obligation to you) on the first to occur of (i) the Outside Date (as defined in the Acquisition Agreement as in effect on the date hereof), (ii) any time after the execution of the Acquisition Agreement and prior to the consummation of the Transaction, the date of the termination or abandonment of the Acquisition Agreement (other than with respect to ongoing indemnities, confidentiality provisions and similar provisions) or (iii) the date of the closing of the Acquisition without the use of the Senior Secured Credit Facilities. You may terminate, upon prior written notice to the Agents, the Initial Lenders’ commitments hereunder (in whole or in part) at any time, subject to the provisions of Section 14. If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof, and of the Fee Letter not later than 11:59 p.m., New York City time, on November 18, 2015. The commitment of each Initial Lender hereunder, and each Agent’s agreement to perform the services described herein, will expire automatically (and without further action or notice and without further obligation to you) at such time in the event that we have not received (x) such executed counterparts in accordance with the immediately preceding sentence and (y) a duly executed copy of the Acquisition Agreement, signed by each party thereto and dated on or prior to such time. The parties hereto hereby acknowledge and agree that the commitments under that certain Commitment Letter, dated as of November 12, 2015 and executed and delivered by us to you, are terminated. We are pleased to have been given the opportunity to assist you in connection with this important financing. Very truly yours, DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Managing Director [Project Falcon Commitment Letter (2015)] XXXX XX XXXXXXX, N.A. By: /s/ Xxxxxx Xxxxxxxx Name: X...
Termination and Acceptance
