Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower TFA may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Xxxxxxx-Xxxxxx International on behalf of the Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 11:00 a.m. five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $1 million or any whole multiple of US$5,000,000 $1 million in excess thereof, (iii) such Borrower Xxxxxxx-Xxxxxx International on behalf of the Borrowers shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, or the Total Outstandings held by the Global Lenders would exceed the difference between the Aggregate Commitments over the portion of the Aggregate Commitments held by the Non-Global Lenders and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit or the Australian Swing Line Subsidiary Swingline Borrower Sublimit exceeds the amount difference between the Aggregate Commitments over the portion of the Aggregate CommitmentsCommitments held by the Non-Global Lenders, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Subsidiary Swingline Borrower Sublimit unless otherwise specified by Xxxxxxx-Xxxxxx International on behalf of the Borrowers; provided, if Xxxxxxx-Xxxxxx International so elects a Letter of Credit Sublimit or Subsidiary Swingline Borrower Sublimit reduction, the reduction shall comply with the proviso in the initial sentence of this Section 2.06. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Revolver Commitments or the Aggregate WC Commitments, as the case may be, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate Revolver Commitments or the Aggregate Tranche C WC Commitments, or from time to time permanently reduce as the Aggregate Tranche C Commitmentscase may be; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 11:00 a.m. five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Borrowers shall not terminate or reduce such the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings applicable to such Borrower would exceed the Aggregate Revolver Commitments, (iv) the Borrowers shall not terminate or reduce the Aggregate WC Commitments applicable if, after giving effect thereto and to such Borrowerany concurrent prepayments hereunder, the Total WC Outstandings would exceed the Aggregate WC Commitments and (ivv) if, after giving effect to any reduction of the Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, the Swing Line Sublimit Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit, or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Revolver Commitments or the Aggregate WC Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolver Commitments or Aggregate WC Commitments, as the case may be. The amount of any such Aggregate Revolver Commitment or Aggregate WC Commitment, as the case may be, reduction shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Sublimit unless otherwise specified by the Borrowers. Any reduction of the Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, shall be applied to the applicable WC Commitment or Revolver Commitment of each appropriate Lender Lender, as applicable, according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Revolver Commitments or Aggregate WC Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (ia) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 11:00 a.m. five Business Day immediately Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iiic) such the Borrower shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (ivd) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Alternative Currency Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination of the Aggregate Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, and if any notice so states it may be revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified for the termination of the Aggregate Commitments that the refinancing condition has not been met and the termination is to be revoked, provided that the Borrower will continue to be responsible for any costs or expenses pursuant to Section 3.05 in connection with the failure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Company may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate New Vehicle Floorplan Commitments or the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Used Vehicle Floorplan Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the Business Day immediately 11:00 a.m. 30 days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Aggregate New Vehicle Floorplan Commitments, the Total Outstandings applicable to such Borrower would exceed New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate Commitments applicable to New Vehicle Floorplan Commitments, such BorrowerSublimit shall be automatically reduced by the amount of such excess, and (iv) if, after giving effect to any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Swing Line Sublimit or the Australian Used Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate Used Vehicle Floorplan Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess, and (v) following any such reduction, no more than 15% of the Aggregate Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments. In connection with any reduction of the Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Lender in its discretion may suspend and/or terminate all or a portion of the then outstanding Payment Commitments or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments. Any reduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be applied to the applicable Commitment of each appropriate Lender according to in accordance with (x) its Pro Rata Sharerespective Applicable New Vehicle Floorplan Percentage and (y) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All facility fees and interest accrued for under the account New Vehicle Floorplan Facility as of the applicable Borrower until the effective date of any termination of the applicable Aggregate New Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to the New Vehicle Swing Line Lender (in such capacity) shall be due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in its sole discretion. All fees and interest accrued under the Used Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to the Used Vehicle Swing Line Lender (in such capacity), shall be due and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole discretion.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, the Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C CommitmentsSwing Line Sublimit; provided that (i) any such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the 11:00 a.m. five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $5,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Borrowers shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) ifCommitments. If, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate CommitmentsCommitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the applicable Commitment of each appropriate Lender according Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to its Pro Rata Share. All facility fees accrued for such FILO Tranche so long as the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments Borrowers shall be paid on in pro forma compliance with the effective date of such terminationPayment Conditions.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Company may, upon notice to the Administrative Agent, terminate the Aggregate 364-Day Tranche B Commitments, or from time to time permanently reduce the Aggregate 364-Day Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 11:00 a.m. three Business Day immediately Days prior to the date of termination or reduction, reduction (or such shorter period as the Administrative Agent may agree in its sole discretion) and (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the 364-Day Tranche Lenders of any such notice of termination or reduction of the Aggregate 364-Day Tranche Commitments. If such notice from the Company described above in this paragraph is given in connection with a full or partial refinancing of the 364-Day Tranche Commitments, such notice may condition the reduction or termination upon the effectiveness of such refinancing, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the date of the effectiveness of such termination) if such condition is not satisfied. Any reduction of the Aggregate 364-Day Tranche Commitments shall be applied to the applicable 364-Day Tranche Commitment of each appropriate Lender according to its Pro Rata ShareApplicable 364-Day Tranche Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate 364-Day Tranche Commitments shall be paid on the effective date of such termination. (b) The Company may, upon notice to the Administrative Agent, terminate the Aggregate 5-Year Tranche Commitments, or from time to time permanently reduce the Aggregate 5-Year Tranche Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction (or such shorter period as the Administrative Agent may agree in its sole discretion) and (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof. The Administrative Agent will promptly notify the 5-Year Tranche Lenders of any such notice of termination or reduction of the Aggregate 5-Year Tranche Commitments. If such notice from the Company described above in this paragraph is given in connection with a full or partial refinancing of the 5-Year Tranche Commitments, such notice may condition the reduction or termination upon the effectiveness of such refinancing, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the date of the effectiveness of such termination) if such condition is not satisfied. Any reduction of the Aggregate 5-Year Tranche Commitments shall be applied to the 5-Year Tranche Commitment of each Lender according to its Applicable 5-Year Tranche Percentage. All fees accrued until the effective date of any termination of the Aggregate 5-Year Tranche Commitments shall be paid on the effective date of such termination. (c) To the extent not previously terminated, all unused Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to the Loans made on such date) and (ii) the expiry of the Availability Period. The Company shall provide the Administrative Agent prompt written notice of any commitment reduction pursuant to clause (ii) hereof. (d) The Aggregate Commitments shall be automatically and permanently reduced by the amounts set forth below: (i) Following the termination in full of commitments under the Bridge Facility, 100% of the net cash proceeds of any Debt Offering or issuance of any equity securities or equity-linked securities in a capital raising transaction (in any event not including any such issuances pursuant to (i) bond hedging programs, (ii) employee stock plans, dividend reinvestment or other benefit or employee incentive arrangements, (iii) grants to employees, officers or directors in the ordinary course of business, (iv) director’s or officer’s qualifying shares and/or other nominal amounts required to be held by Holdings or any of its Subsidiaries under applicable law or pursuant to a policy of Holdings or any of its Subsidiaries, (v) customer stock ownership plans and (vi) issuances among members of the Group), in each case, on or after February 17, 2022 by the Group; and (ii) 100% of the net cash proceeds (including cash equivalents) actually received of any sale or other disposition (including as a result of casualty or condemnation) of any assets outside the ordinary course of business on or after February 17, 2022 by any member of the Group (other than net cash proceeds that are reinvested in or applied in the replacement, repair, restoration, construction or improvement of assets to be used in the business of the Group within 6 months of receipt of such proceeds (or in the case of any casualty or condemnation event, such longer period as may be reasonably required to replace or repair the affected asset)), except for (i) sales or other dispositions between or among Group members, (ii) sales or other dispositions the net cash proceeds of which do not exceed $700,000,000 in the aggregate (it being agreed, for the avoidance of doubt, that only any relevant net cash proceeds in excess of such amount in the aggregate shall be required to be applied to commitment reductions hereunder), (iii) the sale or discount of receivables and related assets in connection with receivables financing, securitization or factoring arrangements, (iii) sale and leaseback transactions, the net cash proceeds of which do not exceed $100,000,000, and (iv) net cash proceeds that are instead applied to reduce the commitments in respect of the Bridge Facility; provided, that Holdings shall notify the Administrative Agent within three Business Days of any receipt by any Group member of the proceeds described in this Section 2.06(d) which are required to be applied to reduce commitments hereunder; provided, further that all mandatory commitment reductions pursuant to this Section 2.06(d) shall be applied without penalty or premium and will be applied on a pro rata basis amongst the 364-Day Tranche Commitments and the 5-Year Tranche Commitments.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Revolving Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Revolving Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon 11:00 a.m. five (Central time), on the 5) Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such the Borrower shall not terminate or reduce such the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerRevolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Swing Line Alternative Currency Sublimit, the Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the proviso to the first sentence in this Section 2.07, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) [Reserved]. (c) [Reserved]. (d) The aggregate Term A Loan Commitments shall be automatically permanently reduced to zero on the date of the Borrowing of Term A Loans. (e) The aggregate Delayed Draw Term A Loan Commitments shall be automatically permanently reduced to zero on the Delayed Draw Term A Loan Termination Date. (f) The aggregate Term B Loan Commitments shall be automatically permanently reduced to zero on the date of the Borrowing of Term B Loans.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate or the Revolving Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to amount of the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Revolving Commitments; provided that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Revolving Extensions of Credit would exceed the Aggregate Commitments applicable Total Revolving Commitments. Any such partial reduction shall be in an amount equal to such Borrower$1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. (ivb) The Borrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Tranche A Commitments or, from time to time, to reduce the amount of the Tranche A Commitments; provided that no such termination or reduction of Tranche A Commitments shall be permitted if, after giving effect thereto and to any reduction prepayments of the Aggregate CommitmentsTranche A Loans made on the effective date thereof, the Swing Line Sublimit Total Tranche A Extensions of Credit would exceed the aggregate Tranche A Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Australian Swing Line Sublimit exceeds Tranche A Commitments then in effect. Notwithstanding the foregoing, the Tranche A Commitments shall be automatically and permanently reduced on a dollar-for-dollar basis upon the cancellation, termination or expiration without renewal of each Tranche A Letter of Credit or any portion of the face amount thereof. (c) The Borrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Term Loan Commitments or, from time to time, to reduce the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Term Loan Commitments. Any such partial reduction of the Aggregate Commitments shall be applied in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Term Loan Commitments shall be paid on the effective date of such terminationthen in effect.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayEach Borrower shall have --------------------------------------- the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate all Commitments with respect to such Borrower. Any termination of all Commitments to a Borrower shall be accompanied by prepayment in full of the Loans to such Borrower then outstanding, and payment of such Borrower's Allocation of (i) any accrued Commitment Fees payable by such Borrower hereunder and (ii) any other accrued fees, expenses or from time to time permanently reduce indemnified liabilities payable by such Borrower hereunder. The amount of the Aggregate Tranche A Commitments; TCCI mayCommitment shall not be affected by any Borrower's termination. Prior to such termination, the Funds shall notify the Administrative Agent in writing as to the Allocations of the remaining Borrowers, effective as of the termination. (b) Interest accrued on the amount of any prepayment relating to such termination and any unpaid Commitment Fee accrued hereunder shall be paid on the date of such termination. (c) Upon the effective date of such termination, the terminating Borrower shall no longer be obligated to pay Commitment Fees hereunder or any share of any other fees, expenses, or indemnified liabilities that may accrue thereafter (except in connection with indemnification obligations with respect to events arising prior to such termination, payment for which is not sought by the indemnified party until after such termination), and such payment obligations accruing after the date of such termination shall be allocated among the remaining Borrowers. (d) The Borrowers shall have the right, upon not less than three Business Days' notice to the Administrative Agent, terminate to reduce irrevocably the Aggregate Tranche B Commitments, or from time Commitments of the Lenders with respect to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any all Borrowers. Any such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be accompanied by prepayment in an aggregate full of any amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) by which the Loans exceed the reduced Commitments then outstanding. Prior to such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction becoming effective, the Total Outstandings applicable Funds shall notify the Administrative Agent in writing as to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction Allocations of the Aggregate CommitmentsBorrowers, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount effective as of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationreduction.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative AgentAgents, terminate the Aggregate Tranche B U.S. Revolving Commitments and/or Aggregate Australian Revolving Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the U.S. Revolving Commitments and/or Aggregate Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Revolving Commitments; provided that (i) any such notice shall be received by the Applicable Agent Agents not later than 12:00 noon (Central time), on the 11:00 a.m. five Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $5,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate U.S. Revolving Commitments and/or Aggregate Australian Revolving Commitments under this clause if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) if, after giving effect to any reduction of the Aggregate U.S. Revolving Commitments and/or Aggregate Australian Revolving Commitments, the Swing Line applicable Letter of Credit Sublimit or or, if applicable, the Australian Swing Line Sublimit exceeds the amount of the Aggregate U.S. Revolving Commitments and/or Aggregate Australian Revolving Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate U.S. Revolving Commitments and/or Aggregate Australian Revolving Commitments. Except as provided above, the amount of any such reduction shall not be applied to the applicable Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments pursuant to this clause (a) shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate U.S. Revolving Commitments and/or Aggregate Australian Revolving Commitments shall be paid on the effective date of such termination. (b) The Company may, upon notice to the Administrative Agent, terminate the unused portion of the Term A Loan Commitments, or from time to time permanently reduce the unused portion of the Term A Loan Commitments; provided that (i) any such notice shall be received by the Agents not later than 11:00 a.m. five Business Days prior to the date of termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. The Administrative Agent will promptly notify the U.S. Sub-facility Lenders with Term A Loan Commitments of any such notice of termination or reduction of the unused Term A Loan Commitments. Any reduction pursuant to this clause (b) shall be applied to the unused Term A Loan Commitment of each Lender according to its pro rata share thereof. All fees accrued until the effective date of any termination of the unused Term A Loan Commitment shall be paid on the effective date of such termination. The entire Term A Commitment with respect to the Delayed Draw Sub-facility shall automatically terminate on the Delayed Draw Expiration Date.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon not less than five Business Days’ irrevocable notice delivered to the Administrative AgentAgent (which notice shall specify the date and amount of such commitment reduction), to terminate or the Revolving Credit Commitments or, from time to time permanently time, reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C unused Revolving Credit Commitments; provided that (i) any no such notice termination or reduction of Revolving Credit Commitments shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments, (ii) each such reduction shall be applied pro rata among the Non-Extending Revolving Credit Commitments and the Extending Revolving Credit Commitments on the basis of the Aggregate Non-Extending Percentage and Aggregate Extending Percentage of the Total Revolving Credit Commitments applicable and shall be applied ratably among the Non-Extending Revolving Credit Lenders to permanently reduce the Non-Extending Revolving Credit Commitments and among the Extending Revolving Credit Lenders to permanently reduce the Extending Revolving Credit Commitments, (iii) the reduction to the aggregate Available Non-Extending Revolving Credit Commitments shall in no case be in an amount which would cause the Non-Extending Revolving Credit Commitment of any Lender to be reduced by an amount which exceeds the Available Non-Extending Revolving Credit Commitment of such Lender as in effect immediately before giving effect to such Borrower, reduction and (iv) if, after the reduction to the aggregate Available Extending Revolving Credit Commitments shall in no case be in an amount which would cause the Extending Revolving Credit Commitment of any Lender to be reduced by an amount which exceeds the Available Extending Revolving Credit Commitment of such Lender as in effect immediately before giving effect to any reduction of such reduction. (b) Each Lender’s Non-Extending Revolving Credit Commitment shall terminate in its entirety on the Aggregate CommitmentsNon-Extending Revolving Credit Termination Date. (c) Each Lender’s Extending Revolving Credit Commitment shall terminate in its entirety on the Extending Revolving Credit Termination Date. (d) The Borrower shall have the right, upon not less than five Business Days’ irrevocable notice delivered to the Swing Line Sublimit or Administrative Agent (which notice shall specify the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the date and amount of such excess. The Administrative Agent will promptly notify the Lenders of commitment reduction), to reduce or terminate any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationunused delayed draw term loan commitments.”

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or 38 Toyota - 364 Day Credit Agreement any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative 37 Toyota – Five Year Credit Agreement (2021) Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, (x) terminate the Aggregate Tranche B Revolving Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans and the Tranche L/C Borrower may, upon notice Obligations or (y) prior to the Australian Sub-Agent and the Administrative AgentInitial Funding Date, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Term Loan Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the three Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $2,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit Revolving Commitments or the Australian Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, sublimit shall be automatically reduced by the amount of such excessexcess and (iv) any such notice may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied with such revocation subject to Section 3.05. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments or the Aggregate Term Loan Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the applicable Revolving Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. Any reduction of the Aggregate Term Loan Commitments shall be applied to the Term Loan Commitment of each Lender according to its Applicable Percentage. All facility fees accrued for the account of the applicable Borrower with respect thereto until the effective date of any termination or reduction of the applicable Aggregate Revolving Commitments or the Aggregate Term Loan Commitments shall be paid on the effective date of such terminationtermination or reduction. (b) The Commitments shall automatically terminate if the Initial Funding Date has not occurred on or prior to November 20, 2009.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, terminate the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time Commitments and/or permanently reduce the Aggregate Tranche C A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 8:00 a.m. five Business Day immediately Days prior to the date of termination or reduction, reduction and (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 £5,000,000 or $5,000,000, as applicable, or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate £1,000,000 or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit$1,000,000, as applicable, shall be automatically reduced by the amount of such excessin excess thereof. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and/or the Tranche A-1 Commitments, the Xxxxxxx X- 0 Commitments and/or the Tranche B Commitments, as the case may be. Any reduction of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be). All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be paid on the effective date of such termination. (b) Unless previously terminated, the Tranche A-1 Commitment, the Tranche A-2 Commitment and the Tranche B Commitment of each Lender shall automatically terminate in full at 5:00 p.m. (New York City time) on the earlier of (i) the termination of the Certain Funds Period and (ii) the Closing Date (after giving effect to the Borrowings on such date). (c) Upon receipt by the Borrower or any of its Subsidiaries, on or after the Effective Date but prior to the Closing Date, of Net Cash Proceeds arising from any Asset Sale, Debt Issuance or any Equity Issuance, the Aggregate Commitments shall be reduced no later than the Business Day following the receipt of such Net Cash Proceeds in an amount equal to 100% of such Net Cash Proceeds. Any reduction of the Aggregate Commitments pursuant to this clause (c) shall be applied (i) if such Net Cash Proceeds are denominated in currencies other than Dollars (it being understood that the Administrative Agent shall convert such Net Cash Proceeds into Sterling or Dollars, as applicable, at the Spot Rate in effect on the date of receipt of such Net NYDOCS03/1043960.14 38 Cash Proceeds by the Borrower or any of its Subsidiaries) first, to the Tranche A-1 Commitments of the Lenders in accordance with their respective Applicable Percentages until Tranche A-1 Commitments have been reduced to zero, second, to the Tranche A-2 Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche A-2 Commitments have been reduced to zero and third, to the Tranche B Commitments of the Lenders in accordance with their respective Applicable Percentages and (y) if such Net Cash Proceeds are denominated in Dollars, first, to the Tranche B Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche B Commitments have been reduced to zero, second, to the Tranche A-1 Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche A-1 Commitments have been reduced to zero and third, to the Tranche A-2 Commitments of the Lenders in accordance with their respective Applicable Percentages; provided that in the case of immediately preceding clause (y), after the Tranche B Commitments have been reduced to zero, the Administrative Agent shall convert such excess Net Cash Proceeds into Sterling at the Spot Rate in effect on the date of receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries. At the Borrower’s option, so long as the Tranche A-1 Commitments and the Tranche B Commitments have been reduced to zero, the Borrower may retain the Net Cash Proceeds of any Debt Issuance arising from issuance of senior unsecured notes to the extent used promptly (and, in all events, within 5 Business Days) to refinance (on a dollar-for-dollar basis) the Borrower’s existing 6.63% Notes due 2016. (d) The Borrower shall promptly notify the Administrative Agent of receipt of such Net Cash Proceeds, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (e) In the event and on each occasion that the Borrower or any of its Subsidiaries enters into any term loan facility, the Commitments shall be automatically and permanently reduced ratably in an amount equal to 100% of the committed amount under such term loan facility (or, if less, by an amount equal to the aggregate amount of the Commitments then in effect), such reduction to be effective upon the effectiveness of the definitive documentation for such term loan facility and receipt by (x) the Administrative Agent of a notice from the Borrower that such term loan facility constitutes a Qualifying Term Loan Facility and (y) the Administrative Agent and the Cash Confirmation Advisor of evidence, in form and substance reasonably satisfactory to the Administrative Agent and the Cash Confirmation Advisor that the Borrower will have sufficient resources available to it following such reduction of the Commitments to complete the Target Acquisition (which may include, but is not limited to, the written consent of the Cash Confirmation Advisor prior to the date of such reduction). Such reduction shall be applied to the Tranche A-1 Commitments and the Tranche B Commitments pro rata, and, if no Tranche A-1 Commitments and Tranche B Commitments are outstanding at such time, the Tranche A-2 Commitments, in each case of the Lenders in accordance with their respective Applicable Percentages.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon notice delivered to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Agent not no later than 12:00 noon (Central 1:00 P.M., New York City time), on the at least three Business Day immediately Days prior to the proposed date of termination or reduction, (ii) any to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such partial termination or reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans or Swingline Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Revolving Extensions of Credit of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment. Any such reduction shall be in an amount equal to $10,000,000, or a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Aggregate Revolving Commitments applicable then in effect and shall be applied to such Borrower, and (iv) if, after giving effect to any reduction reduce the Revolving Commitments of the Aggregate CommitmentsRevolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Revolving Lender. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, the Swing Line Sublimit consummation of a particular Disposition or the Australian Swing Line Sublimit exceeds occurrence of a change of control, in which case such notice may be revoked by the amount Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) On the Restatement Effective Date, the Non-Revolving Commitment of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, each applicable Lender shall be automatically reduced by to the extent necessary so that such Lender’s Non-Revolving Commitment is equal to the aggregate principal amount of such excessLender’s outstanding Non-Revolving Loans. The Administrative Agent will promptly notify the Lenders In connection with any prepayment or repayment of Non-Revolving Loans of any Lender following the Restatement Effective Date, the Non-Revolving Commitment of such notice of termination Lender shall automatically be reduced concurrently with such repayment or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied prepayment by an amount equal to the applicable Commitment principal amount of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid Non-Revolving Loans so repaid or prepaid on the effective date of such terminationdate.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, terminate the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time Commitments and/or permanently reduce the Aggregate Tranche C A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 8:00 a.m. five Business Day immediately Days prior to the date of termination or reduction, reduction and (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 £5,000,000 or $5,000,000, as applicable, or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate £1,000,000 or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit$1,000,000, as applicable, shall be automatically reduced by the amount of such excessin excess thereof. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be. Any reduction of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be). All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be paid on the effective date of such termination. NYDOCS03/1048584.737 (b) Unless previously terminated, the Tranche A-1 Commitment and the Tranche A-2 Commitment of each Lender shall automatically terminate in full at 5:00 p.m. (New York City time) on the earlier of (i) the termination of the Certain Funds Period and (ii) the Closing Date (after giving effect to the Borrowings on such date). Unless previously terminated, the Tranche B Commitment of each Lender shall automatically terminate in full at 5:00 p.m. (New York City time) on the earliest of (i) the end of the Tranche B Availability Period, (ii) the Closing Date (after giving effect to the Borrowings on such date, if the Tranche B Loans are made to the Borrower on such date) and (iii) the Tranche B Closing Date (after giving effect to the Borrowings on such date, if the Tranche B Loans are made to the Borrower on such date). (c) Upon receipt by the Borrower or any of its Subsidiaries, on or after the Effective Date but prior to the Closing Date (or, in the case of the Tranche B Commitments, the Tranche B Closing Date, if applicable), of Net Cash Proceeds arising from any Asset Sale, Debt Issuance or any Equity Issuance, the Aggregate Commitments shall be reduced no later than the Business Day following the receipt of such Net Cash Proceeds in an amount equal to 100% of such Net Cash Proceeds. Any reduction of the Aggregate Commitments pursuant to this clause (c) shall be applied (i) if such Net Cash Proceeds are denominated in currencies other than Dollars (it being understood that the Administrative Agent shall convert such Net Cash Proceeds into Sterling or Dollars, as applicable, at the Spot Rate in effect on the date of receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries) first, to the Tranche A-1 Commitments of the Lenders in accordance with their respective Applicable Percentages until Tranche A-1 Commitments have been reduced to zero, second, to the Tranche A-2 Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche A-2 Commitments have been reduced to zero and third, to the Tranche B Commitments of the Lenders in accordance with their respective Applicable Percentages and (y) if such Net Cash Proceeds are denominated in Dollars, first, to the Tranche B Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche B Commitments have been reduced to zero, second, to the Tranche A-1 Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche A-1 Commitments have been reduced to zero and third, to the Tranche A-2 Commitments of the Lenders in accordance with their respective Applicable Percentages; provided that in the case of immediately preceding clause (y), after the Tranche B Commitments have been reduced to zero, the Administrative Agent shall convert such excess Net Cash Proceeds into Sterling at the Spot Rate in effect on the date of receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries. At the Borrower’s option, so long as the Tranche A-1 Commitments and the Tranche B Commitments have been reduced to zero, the Borrower may retain the Net Cash Proceeds of any Debt Issuance arising from issuance of senior unsecured notes to the extent used promptly (and, in all events, within 5 Business Days) to refinance (on a dollar-for-dollar basis) the Borrower’s existing 6.63% Notes due 2016. (d) The Borrower shall promptly notify the Administrative Agent of receipt of such Net Cash Proceeds, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (e) In the event and on each occasion that the Borrower or any of its Subsidiaries enters into any term loan facility, the Commitments shall be automatically and permanently reduced ratably in an amount equal to 100% of the committed amount under such term loan facility (or, if less, by an amount equal to the aggregate amount of the Commitments then in effect), such NYDOCS03/1048584.738 reduction to be effective upon the effectiveness of the definitive documentation for such term loan facility and receipt by (x) the Administrative Agent of a notice from the Borrower that such term loan facility constitutes a Qualifying Term Loan Facility and (y) the Administrative Agent and the Cash Confirmation Advisor of evidence, in form and substance reasonably satisfactory to the Administrative Agent and the Cash Confirmation Advisor that the Borrower will have sufficient resources available to it following such reduction of the Commitments to complete the Target Acquisition (which may include, but is not limited to, the written consent of the Cash Confirmation Advisor prior to the date of such reduction). Such reduction shall be applied to the Tranche A-1 Commitments, and, if no Tranche A-1 Commitments are outstanding at such time, the Tranche B Commitments and, if no Tranche A-1 Commitments and no Tranche B Commitments are outstanding at such time, Tranche A-2 Commitments, in each case in accordance with the Lenders’ respective Applicable Percentages.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 1:00 p.m. three Business Day immediately Days prior to the date of termination or reductionreduction (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any (unless the Aggregate Commitments are less than such amount) a whole multiple of US$5,000,000 in excess thereof, 1,000,000 and (iii) such the Borrower shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any Commitments. A notice of termination or reduction of the Aggregate CommitmentsCommitment may state that such termination or reduction is conditioned upon the occurrence of one or more events specified therein, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, in which case such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall notice may be automatically reduced revoked by the amount Borrower (by notice to the Administrative Agent on or prior to the date of such excesstermination or reduction) if any applicable condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. Unless previously terminated, the Aggregate Commitments shall automatically terminate at 5:00 p.m. on the Maturity Date. Any reduction or termination of the Aggregate Commitments shall be permanent. All facility unpaid fees accrued for the account of the applicable Borrower pursuant to Section 2.07(a) until the effective date of any reduction or termination of the applicable Aggregate Commitments (in the case of any reduction, in respect of the aggregate amount of the Commitments subject to such reduction) shall be paid on the effective date of such reduction or termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayDelayed-Draw Term Loan Commitments shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Final Delayed-Draw Availability Date. The Revolving Credit Commitments shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Revolving Credit Termination Date. (b) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Delayed-Draw Term Loan Commitments, the Revolving Credit Commitments or any Incremental Revolving Loan Amounts or, from time to time permanently time, to reduce the Aggregate Tranche A Commitments; TCCI mayamount thereof, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any no such notice termination or reduction with respect to Revolving Credit Commitments shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Swingline Loans and the Revolving Credit Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Revolving Extensions of Credit would exceed the Aggregate Revolving Credit Commitments applicable to such Borrower, then in effect and (ivii) if, after giving effect no such termination or reduction of with respect to any reduction of Incremental Revolving Loan Amount shall result in the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the aggregate outstanding principal amount of the Aggregate Commitmentsrelated Incremental Revolving Loans being greater than such Incremental Revolving Loan Amount as so reduced or terminated. Any reduction pursuant to this subsection 2.7(b) shall be in an amount equal to $1,000,000, such Swing Line Sublimit or Australian Swing Line Sublimita whole multiple of $100,000 in excess thereof, and shall reduce permanently the Delayed-Draw Term Loan Commitments then in effect, the Revolving Credit Commitments then in effect or the Incremental Revolving Loan Amount then in effect, as the case may be. Upon receipt of any notice pursuant to this subsection 2.7(b), the Administrative Agent shall promptly notify each Delayed-Draw Term Loan Lender, each Revolving Credit Lender, each affected Incremental Lender, and the Swingline Lender, as applicable, shall be automatically reduced by of the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such contents thereof. (c) Each notice of termination or reduction of delivered by the Aggregate Commitments. Any reduction of Borrower or the Aggregate Commitments Permitted Borrower under this subsection 2.7 shall be applied irrevocable, provided that any such notice may state that such notice is conditioned upon effectiveness of other financing, in which case such notice may be revoked by the Borrower or the Permitted Borrower, as applicable, by notice to the applicable Commitment of each appropriate Lender according Administrative Agent on or prior to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the specified effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of if such terminationcondition is not satisfied.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers TMCC may, upon notice to the Administrative Agent, terminate the Aggregate Tranche A Commitments, or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI , TCPR may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; Commitments and the Tranche C Borrower TCCI may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent or Sub-Agent, as the case may be, not later than 12:00 noon (Central time), on the 10:00 a.m. three Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereofthereof in the case of Tranche A Commitments or Tranche B Commitments or CDN$10,000,000 or any whole multiple of CDN$5,000,000 in excess thereof in the case of Tranche C Commitments, and (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 11:00 a.m. three Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $5,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line L/C Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such L/C Sublimit or Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The In the case of any such notice to terminate the Aggregate Commitments which is made in connection with a proposed refinancing in full of the Obligations, Borrower shall be permitted to make such termination contingent upon the consummation of such refinancing. Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments pursuant to this Section 2.06(a) shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination. (b) Borrower shall immediately pay to the Administrative Agent for ratable application to the Total Outstandings, 100% of the Net Cash Proceeds received by Borrower or any of its Subsidiaries from any Disposition of the type contemplated by Section 7.05(i), provided that no such prepayment shall be required to the extent that the terms of any Indebtedness which is secured by the Property which is the subject of the Disposition requires the prepayment of such Indebtedness. (c) Each prepayment pursuant to Section 2.06(b) shall result in a concurrent, automatic and irrevocable reduction in the Aggregate Commitments, provided that if (i) Borrower provides the Administrative Agent, prior to or concurrently with such Disposition, with a certificate stating that the proceeds thereof are specifically dedicated for reinvestment in other real property, equipment or other fixed assets for use in the business of the Borrower and its Subsidiaries within a twelve month period following the date of such Disposition, and (ii) a Subsidiary of the Borrower thereafter reinvests such proceeds in real property, equipment or other fixed assets which are identified in writing to the Administrative Agent within six months of the date of such certificate, then the Aggregate Commitments shall not be so reduced unless such reinvestment is not made within twelve months of the date of such certificate.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon notice delivered to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Agent not no later than 12:00 noon (Central 1:00 P.M., New York City time), on the at least three Business Day immediately Days prior to the proposed date of termination or reduction, (ii) any to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such partial termination or reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans or Swingline Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Revolving Extensions of Credit of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment. Any such reduction shall be in an amount equal to $10,000,000, or a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Aggregate Revolving Commitments applicable then in effect and shall be applied to such Borrower, and (iv) if, after giving effect to any reduction reduce the Revolving Commitments of the Aggregate CommitmentsRevolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Revolving Lender. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, the Swing Line Sublimit consummation of a particular Disposition or the Australian Swing Line Sublimit exceeds occurrence of a change of control, in which case such notice may be revoked by the amount Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) On the Restatement Effective Date, the Non-Revolving Commitment of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, each applicable Lender shall be automatically reduced by to the extent necessary so that such Lender’s Non-Revolving Commitment is equal to the aggregate principal amount of such excessXxxxxx’s outstanding Non-Revolving Loans. The Administrative Agent will promptly notify the Lenders In connection with any prepayment or repayment of Non-Revolving Loans of any Lender following the Restatement Effective Date, the Non-Revolving Commitment of such notice of termination Lender shall automatically be reduced concurrently with such repayment or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied prepayment by an amount equal to the applicable Commitment principal amount of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid Non-Revolving Loans so repaid or prepaid on the effective date of such terminationdate.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice Prior to the Administrative AgentDelayed Draw Termination Date, the Borrowers shall have the right to terminate or the Delayed Draw Term Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A amount of the Delayed Draw Term Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any . Any such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 equal to AUD5,000,000, or any a whole multiple of US$5,000,000 AUD1,000,000 in excess thereof, (iii) such Borrower and shall not reduce permanently the Delayed Draw Term Commitments then in effect. The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Delayed Draw Term Commitments under this Section at least three (3) Business Days prior to the effective date of such Aggregate Commitments iftermination or reduction, after giving effect thereto specifying such election and to the effective date thereof. Promptly following receipt of any concurrent prepayments hereundernotice, the Total Outstandings applicable Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Delayed Draw Term Commitments delivered by the Borrowers may state that such Borrower would exceed notice is conditioned upon the Aggregate Commitments applicable effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such Borrower, and (iv) if, after giving effect to any condition is not satisfied. Any termination or reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount Delayed Draw Term Commitments shall be permanent. Each reduction of the Aggregate Delayed Draw Term Commitments shall be made ratably among the Lenders in accordance with their respective Delayed Draw Term Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, . (b) The Delayed Draw Term Commitment of a Delayed Draw Term Lender shall be automatically and permanently reduced by the amount of each Delayed Draw Term Loan made by such excessLender. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate aggregate unfunded Delayed Draw Term Commitments shall be applied automatically and permanently reduced to zero on the applicable Commitment earlier of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for (i) the account Delayed Draw Termination Date and (ii) the date the aggregate Delayed Draw Term Loans made by all Delayed Draw Term Lenders equals the aggregate amount of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationDelayed Draw Term Commitments.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Agent not later than 12:00 noon (Central 11:00 A.M., New York City time), on the one Business Day immediately prior to the date of termination or reduction, to terminate the Aggregate Tranche 1 Commitments or, from time to time, to reduce the amount of the Aggregate Tranche 1 Commitments; provided that (iii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such Borrower and shall not terminate or reduce such Aggregate permanently the Tranche 1 Commitments if, after giving then in effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (ivii) ifin the case of termination of Tranche 1 Commitments, after giving effect to any reduction a notice of termination may state that such notice is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the Aggregate Commitmentsproceeds from the issuance of other Indebtedness or other transactions, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount in which case such notice of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall termination may be automatically reduced revoked by the amount of such excessBorrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. Any reduction of the Aggregate Tranche 1 Commitments shall be applied to the applicable Tranche 1 Commitment of each appropriate Tranche 1 Lender according to its Pro Rata ShareApplicable Tranche 1 Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Tranche 1 Commitments shall be paid on the effective date of such termination. (b) The Borrower shall have the right, upon notice to the Administrative Agent not later than 11:00 A.M., New York City time, one Business Day prior to the date of termination or reduction, to terminate the Aggregate Tranche 2 Commitments or, from time to time, to reduce the Aggregate Tranche 2 Commitments; provided that (i) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and shall reduce permanently the Tranche 2 Commitments then in effect and (ii) in the case of termination of Tranche 2 Commitments, a notice of termination may state that such notice is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or other transactions, in which case such notice of termination may be revoked by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 2 Commitments. Any reduction of the Aggregate Tranche 2 Commitments shall be applied to the Tranche 2 Commitment of each Tranche 2 Lender according to its Applicable Tranche 2 Percentage. All fees accrued until the effective date of any termination of the Aggregate Tranche 2 Commitments shall be paid on the effective date of such termination. (c) To the extent not previously terminated, all unused Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to the Loans made on such date) and (ii) the Expiration Date (provided the Closing Date shall not have occurred on such date). The Borrower shall provide the Administrative Agent prompt written notice of any commitment reduction pursuant to clause (ii) hereof.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon notice delivered to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Agent not no later than 12:00 noon (Central 1:00 P.M., New York City time), on the at least three Business Day immediately Days prior to the proposed date of termination or reduction, (ii) any to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such partial termination or reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans or Swingline Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Revolving Extensions of Credit of any Revolving Lender would exceed the Aggregate Commitments applicable such Revolving Lender’s Revolving Commitment. Any such reduction shall be in an amount equal to such Borrower$10,000,000, and (iv) if, after giving effect to any reduction or a whole multiple of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable$1,000,000 in excess thereof, shall be automatically reduced by reduce permanently the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Revolving Commitments then in effect and shall be applied to reduce the applicable Revolving Commitments of the Revolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Revolving Lender. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) The Existing Revolving Commitments will terminate on the Restatement Effective Date. The Additional Term B Commitment will terminate on the Restatement Effective Date immediately upon the funding of the Term B Loans thereunder. The Term A-23 Commitment of each appropriate Lender according to its Pro Rata Sharewill terminate on the RestatementAmendment No. All facility fees accrued for 1 Effective Date immediately upon the account funding of such Lender’s Term A-23 Loan thereunder. The Additional Term B Commitment will terminate on the Restatement Effective Date immediately upon the funding of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationTerm B Loans thereunder.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, terminate the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time Commitments and/or permanently reduce the Aggregate Tranche C A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 8:00 a.m. five Business Day immediately Days prior to the date of termination or reduction, reduction and (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 £5,000,000 or $5,000,000, as applicable, or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate £1,000,000 or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit$1,000,000, as applicable, shall be automatically reduced by the amount of such excessin excess thereof. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be. Any reduction of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be). All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be paid on the effective date of such termination. (b) Unless previously terminated, the Tranche A-1 Commitment, the Tranche A-2 Commitment and the Tranche B Commitment of each Lender shall automatically terminate in full at 5:00 p.m. (New York City time) on the earlier of (i) the termination of the Certain Funds Period and (ii) the Closing Date (after giving effect to the Borrowings on such date). (c) Upon receipt by the Borrower or any of its Subsidiaries, on or after the Effective Date but prior to the Closing Date, of Net Cash Proceeds arising from any Asset Sale, Debt Issuance or any Equity Issuance, the Aggregate Commitments shall be reduced no later than the Business Day following the receipt of such Net Cash Proceeds in an amount equal to 100% of such Net Cash Proceeds. Any reduction of the Aggregate Commitments pursuant to this clause (c) shall be applied (i) if such Net Cash Proceeds are denominated in currencies other than Dollars (it being understood that the Administrative Agent shall convert such Net Cash Proceeds into Sterling or Dollars, as applicable, at the Spot Rate in effect on the date of receipt of such Net NYDOCS03/1043960.1437 Cash Proceeds by the Borrower or any of its Subsidiaries) first, to the Tranche A-1 Commitments of the Lenders in accordance with their respective Applicable Percentages until Tranche A-1 Commitments have been reduced to zero, second, to the Tranche A-2 Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche A-2 Commitments have been reduced to zero and third, to the Tranche B Commitments of the Lenders in accordance with their respective Applicable Percentages and (y) if such Net Cash Proceeds are denominated in Dollars, first, to the Tranche B Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche B Commitments have been reduced to zero, second, to the Tranche A-1 Commitments of the Lenders in accordance with their respective Applicable Percentages until the Tranche A-1 Commitments have been reduced to zero and third, to the Tranche A-2 Commitments of the Lenders in accordance with their respective Applicable Percentages; provided that in the case of immediately preceding clause (y), after the Tranche B Commitments have been reduced to zero, the Administrative Agent shall convert such excess Net Cash Proceeds into Sterling at the Spot Rate in effect on the date of receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries. At the Borrower’s option, so long as the Tranche A-1 Commitments and the Tranche B Commitments have been reduced to zero, the Borrower may retain the Net Cash Proceeds of any Debt Issuance arising from issuance of senior unsecured notes to the extent used promptly (and, in all events, within 5 Business Days) to refinance (on a dollar-for-dollar basis) the Borrower’s existing 6.63% Notes due 2016. (d) The Borrower shall promptly notify the Administrative Agent of receipt of such Net Cash Proceeds, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (e) In the event and on each occasion that the Borrower or any of its Subsidiaries enters into any term loan facility, the Commitments shall be automatically and permanently reduced ratably in an amount equal to 100% of the committed amount under such term loan facility (or, if less, by an amount equal to the aggregate amount of the Commitments then in effect), such reduction to be effective upon the effectiveness of the definitive documentation for such term loan facility and receipt by (x) the Administrative Agent of a notice from the Borrower that such term loan facility constitutes a Qualifying Term Loan Facility and (y) the Administrative Agent and the Cash Confirmation Advisor of evidence, in form and substance reasonably satisfactory to the Administrative Agent and the Cash Confirmation Advisor that the Borrower will have sufficient resources available to it following such reduction of the Commitments to complete the Target Acquisition (which may include, but is not limited to, the written consent of the Cash Confirmation Advisor prior to the date of such reduction). Such reduction shall be applied to the Tranche A-1 Commitments and the Tranche B Commitments pro rata, and, if no Tranche A-1 Commitments and Tranche B Commitments are outstanding at such time, the Tranche A-2 Commitments, in each case of the Lenders in accordance with their respective Applicable Percentages.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub- Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub- Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower TFA may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 11:00 a.m. five Business Day immediately Days prior to the date of termination or reduction, provided, however, the Borrower may revoke such notice prior to the scheduled date of termination or reduction, (ii) such notice shall state whether the termination or reduction relates to Committed Revolving Loans or Term Loans, (iii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iiiiv) such the Borrower shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerCommitments, and (ivv) if, after giving effect to any reduction of the Aggregate CommitmentsCommitments in respect of Committed Revolving Loans, the Swing Line Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsCommitments in respect of Committed Revolving Loans, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage in respect of Committed Revolving Loans or Term Loans, as applicable. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination. As of the close of business on the last day of the Delayed Draw Period, any unfunded Commitments in respect of Term Loans shall be automatically deemed reduced to zero and deemed terminated.