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 ▇▇▇▇▇▇▇-▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇-▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International on behalf of the Borrowers; provided, if ▇▇▇▇▇▇▇-▇▇▇▇▇▇ 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 AC Commitments or the Aggregate USD 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 AC Commitments or the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C USD 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 $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 (A) the Aggregate AC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total AC Outstandings applicable to such Borrower would exceed the Aggregate AC Commitments, (B) Aggregate USD Commitments applicable if, after giving effect thereto and to such Borrowerany concurrent prepayments hereunder, the Total USD Outstandings would exceed the Aggregate USD Commitments and (iv) if, after giving effect to any reduction of the Aggregate USD Commitments, the Swing Line Letter of Credit Sublimit, the Alternative Currency Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate USD 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 AC Commitments or the Aggregate USD Commitments. The amount of any such Aggregate USD Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Alternative Currency Letter of Credit Sublimit unless otherwise specified by ▇▇▇▇▇▇▇▇▇. Any reduction of the Aggregate AC Commitments or the Aggregate USD Commitments shall be applied to the AC Commitment or USD Commitment, as applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable AC Percentage or its Applicable USD Percentage, 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.

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 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 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 may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B CommitmentsCommitments and this Agreement, 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 CommitmentsCommitments under this Agreement; 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 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, and (iii) such Borrower the Borrowers shall not terminate or reduce such the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization 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; provided that, during any period in which a Lender is a Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of any optional reduction of unused Aggregate Commitments under this Section 2.05 to the unused Commitments of any one or more Defaulting Lenders specified by the Borrowers (which application may result in a change of the Pro Rata Shares of the Lenders) before applying any remaining reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Shares. 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. Notwithstanding the termination of the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

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 Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B CommitmentsRevolving Credit Facility, 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 CommitmentsRevolving Credit Facility; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 10:00 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 the Borrower shall not terminate or reduce such Aggregate Commitments the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerRevolving Credit Facility, and (iv) if, after giving effect to any reduction of the Aggregate CommitmentsRevolving Credit Facility, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsRevolving Credit Facility, 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 CommitmentsRevolving Credit Facility. Any reduction of the Aggregate Commitments Revolving Credit Facility shall be applied to the applicable Revolving Credit Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Revolving Credit Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments Revolving Credit Facility shall be paid on the effective date of such termination. (b) The aggregate Term Commitments shall be automatically and permanently reduced to zero immediately following the last day of the Availability Period for the Term Facility. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the unused portion of the aggregate Term Commitments under this Section 2.05. Upon any reduction of the unused portion of the aggregate Term Commitments, the Term Commitment of each Term Lender shall be reduced by such Lender’s ratable portion of such reduction amount. All fees in respect of the Term Facility accrued until the effective date of any termination of the Term Facility 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 mayat its discretion on any date, upon written 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 or any whole multiple of US$5,000,000 in excess thereofat least $500,000 or, if less, the entire Aggregate Commitments, (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 BorrowerCommitments, and (iv) if, after giving effect to any reduction the Alternative Currency Sublimits will remain a percentage of the Aggregate CommitmentsCommitments (i.e., the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of will reduce pro rata with the Aggregate Commitments, such Swing Line ) and the Letter of Credit Sublimit or Australian Swing Line Sublimit, as applicable, shall will be automatically reduced by pro rata with the amount of such excessAggregate Commitments. 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. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Commitments, which refinancing shall not be consummated or shall otherwise be delayed.

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 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 Borrower may, upon notice from Borrower 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 aggregate 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 aggregate Revolving Commitments; 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 shall not terminate or reduce such Aggregate the aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower of Revolving Loan, Swing Line Loans and L/C Obligations would exceed the Aggregate aggregate Revolving Commitments applicable to such Borrower, and (iv) if, after giving effect to any such reduction of the Aggregate aggregate Revolving Commitments, the Swing Line L/C Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate 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 aggregate Revolving Commitments. Any reduction of the Aggregate aggregate Revolving Commitments shall be applied to the applicable Revolving Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage for Revolving Loans. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) Borrower may, upon notice from Borrower to Agent, terminate the Revolving to Term Commitments, or from time to time permanently reduce the aggregate Revolving to Term Commitments; provided that (i) any such notice shall be received by Agent 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 $1,000,000 or any whole multiple of $100,000 in excess thereof. Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving to Term Commitments. Any reduction of the aggregate Revolving to Term Commitments shall be applied to the Revolving to Term Commitment of each Lender according to its Applicable Percentage. (c) The Revolving to Term Commitments shall terminate on the earlier of January 15, 2013 and the date on which Revolving to Term Loans are made pursuant to Section 2.01(b)(iii).

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 1 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 1 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 $10,000,000 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 Tranche 1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 1 Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerTranche 1 Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Tranche 1 Commitments, the Swing Line Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Tranche 1 Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess, (v) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis, and (vi) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. The amount of any such Aggregate Tranche 1 Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. 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 (other than a reduction pursuant to Section 2.14(f)). 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 Company may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 2 Commitments, or from time to time permanently reduce the Aggregate Tranche 2 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (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, (iii) the Company shall not terminate or reduce the Aggregate Tranche 2 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 2 Outstandings would exceed the Aggregate Tranche 2 Commitments, (iv) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis, and (v) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 (other than a reduction pursuant to Section 2.14(f)). 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.

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 (Central time), on the 10:00 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 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 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 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, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the applicable Revolving Commitment of each appropriate Revolving 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) Notwithstanding that Committed Term Loans may not be prepaid or repaid and reborrowed under Section 2.01(b), the Aggregate Term Commitments (and the Term Commitment of each Term Lender) shall continue in existence after the Amendment and Restatement Effective Date; provided that the Aggregate Term Commitments (and the Term Commitment of each Term Lender on a pro rata basis) shall automatically be reduced by the amount of each payment or prepayment of the Committed Term Loans.

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 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 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 Letter of Credit 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 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) The Borrowers shall have the right, at any time so long as no Default has occurred and is continuing, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Lender’s Commitment. Such termination shall be effective, with respect to such Lender’s unused Commitment(s), on the date set forth in such notice. Upon termination of a Defaulting Lender’s Commitment under this Section 2.06(b), the Borrowers will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Loans owing to such Lender and pay any accrued commitment fees payable to such Lender pursuant to the provisions of Section 2.09(a), and all other amounts payable to such Lender hereunder (including, but not limited to, any increased costs or other amounts owing under Section 3.04 and any indemnification for Taxes under Section 3.01 but not compensation under Section 3.05); and upon such payments, the obligations of such Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Lender’s rights under Sections 3.01, 3.04 and 10.04, and its obligations under Section 10.04(c) shall survive such release and discharge as to matters occurring prior to such date; and (ii) no claim that the Borrowers or any other Lender may have against such Lender arising out of such Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.06(b) may not be reinstated.

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 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 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 ▇▇▇▇▇▇▇ ▇- ▇ 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 mayIf the conditions set out in Section 4.3 (Conditions to Second Phase Expansion) of the Common Terms Agreement have not been satisfied or waived on or before 5:00 p.m. (New York time) on December 31, upon notice 2015, the Second Phase Facility Debt Commitments shall automatically expire and be permanently reduced 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 zero as of such date and time. (b) All unused Term Loan Facility Debt 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 applicableif any, shall be automatically and permanently terminated (without premium or penalty) as of 5:00 p.m. (New York time) on the last day of the Term Loan Availability Period that is a Business Day. (c) The Borrower may cancel or reduce permanently the whole or any part of the unutilized Aggregate Tranche Commitments in accordance with Section 3.2 (Right of Repayment and Cancellation in Relation to a Single Facility Lender), Section 3.7 (Pro Rata Payment) and Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) of the Common Terms Agreement, and where such cancellation or reduction is to be made pro rata, the Aggregate Term Loan Facility Debt Commitments and Aggregate Tranche Commitments of Tranches shall be automatically and permanently reduced by the (pro rata across all applicable Tranches and pro rata within a Tranche) in an amount equal to such payment or prepayment (in a minimum amount of such excess($10,000,000)). 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 From the effective date of any termination such reduction or cancellation, the Commitment Fees shall be computed on the undrawn portion of the applicable Aggregate Term Loan Facility Debt Commitments as so reduced or cancelled. (d) On the date of incurrence of any Replacement Senior Debt in accordance with Section 6.3 (Replacement Senior Debt) of the Common Terms Agreement incurred to replace all or any part of the Term Loan, the Term Loan Facility Debt Commitments of the Term Lenders shall be paid on the effective date of such termination.reduced in accordance with Section 3.8(a) (

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 Acquisition Facility 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 Acquisition Facility 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 $1,000,000 or any whole multiple of US$5,000,000 $100,000 in excess thereof, and (iii) such the Borrower shall not terminate or reduce such the Aggregate Acquisition Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower Outstanding Amount of all Acquisition Facility Loans would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Acquisition Facility 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 Acquisition Facility Commitments. Any reduction of the Aggregate Acquisition Facility Commitments shall be applied to the applicable Acquisition Facility Commitment of each appropriate Lender according to its Pro Rata ShareAcquisition Facility Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Acquisition Facility Commitments shall be paid on the effective date of such termination. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Working Capital Commitments, or from time to time permanently reduce the Aggregate Working Capital Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Working Capital Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Working Capital Amount would exceed the Aggregate Working Capital Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Working Capital Commitments. Any reduction of the Aggregate Working Capital Commitments shall be applied to the Working Capital Commitment of each Lender according to its Working Capital Percentage. All fees accrued until the effective date of any termination of the Aggregate Working Capital 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 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 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 the Revolver Commitments or 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 Commitments applicable to such BorrowerRevolver Commitments, and (iv) the Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto and to any reduction of concurrent prepayments hereunder, the Total WC Outstandings would exceed the Aggregate WC 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 Revolver Commitment or Aggregate WC Commitments, as the case may be. Any reduction of the Aggregate Commitments Revolver Commitment or 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 Commitments Revolver Commitment or Aggregate WC Commitments, as the case may be, shall be paid on the effective date of such termination. (b) On the Revolver Commitment Reduction Date, the Aggregate Revolver Commitment shall automatically be reduced by $100,000,000. (e) Section 2.08(a) of the Credit Agreement is hereby amended by deleting Section 2.08(a) in its entirety and restating it as follows:

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 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 $2,000,000 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 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 Letter of Credit Sublimit exceeds the amount of the Aggregate 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 Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. Applicable Percentage. (b) If at any time, there is any default under the terms of any Advisory Agreement, after giving effect to any applicable cure or grace periods, or a termination of any Advisory Agreement, by its terms or otherwise, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (c) 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 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 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 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 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 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 1 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 1 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 $10,000,000 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 Tranche 1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 1 Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerTranche 1 Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Tranche 1 Commitments, the Swing Line Alternative Currency Sublimit, the Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Tranche 1 Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess, (v) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis, and (vi) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. The amount of any such Aggregate Tranche 1 Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. 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 (other than a reduction pursuant to Section 2.14(f)). 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 Company may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 2 Commitments, or from time to time permanently reduce the Aggregate Tranche 2 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (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, (iii) the Company shall not terminate or reduce the Aggregate Tranche 2 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 2 Outstandings would exceed the Aggregate Tranche 2 Commitments, (iv) if, after giving effect to any reduction of the Aggregate Tranche 2 Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Tranche 2 Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (v) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis, and (vi) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 2 Commitments. The amount of any such Aggregate Tranche 2 Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. 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 (other than a reduction pursuant to Section 2.14(f)). 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.

Termination or Reduction of Commitments. (a) Notwithstanding anything to the contrary contained herein, immediately after the funding of the Term Loans on the Closing Date, the CommitmentsIncremental Term Increase occurring on the Second Amendment Effective Date, any Term Commitments provided with respect to such Incremental Term Increase shall be automatically and permanently reduced to zero. (b) The Tranche A Borrowers Delayed Draw Term Commitments shall be automatically and permanently reduced (x) by the aggregate principal amount of the Delayed Draw Term Loans made by the Delayed Draw Term Loan Lenders on each date of a Delayed Draw Term Borrowing and (y) to zero on the Delayed Draw Termination Date. (c) In addition, prior to the Delayed Draw Termination Date, the Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce terminate (in whole or in part) the Aggregate Tranche A Commitments; TCCI may, upon notice to unfunded portion 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 Delayed Draw Term 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 p.m. five Business Day immediately Days prior to the date of termination or reductiontermination, and (ii) any such partial reduction termination 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 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 Delayed Draw Term Lenders of any such notice of termination or reduction of the Aggregate Delayed Draw Term Commitments. Any reduction of the Aggregate Delayed Draw Term Commitments shall be applied to the applicable Delayed Draw Term Commitment of each appropriate Delayed Draw Term Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for the account in respect of the applicable Borrower Delayed Draw Term Facility accrued until the effective date of any such termination or reduction of the applicable Aggregate Commitments Delayed Draw Term Facility 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 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 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 Tranche B Commitments, 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 $5,000,000 or any whole a higher integral multiple of US$5,000,000 in excess thereof, (iii) such $1,000,000 and the Borrower shall may 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 an amount less than 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 excessTotal Outstandings. The Administrative Agent will promptly notify the Lenders of its receipt of any such notice of termination or reduction of the Aggregate Commitments. . (b) If any principal payment (other than any regularly scheduled principal payment) of the Senior Notes (a "Mandatory Senior Note Prepayment") is required to be made pursuant to the Senior Note Agreement, the Aggregate Commitments shall be permanently and irrevocably reduced by the amount (rounded upward, if necessary, to an integral multiple of $100,000) necessary so that the ratio of the amount of such reduction to the Aggregate Commitments prior to giving effect to such reduction is equal to the ratio of such Mandatory Senior Note Prepayment to the aggregate outstanding principal amount of the Senior Notes prior to giving effect to such Mandatory Senior Note Prepayment. (c) The Aggregate Commitments shall be permanently and irrevocably reduced concurrently with the receipt by the Borrower or any Subsidiary of any Net Cash Proceeds from the sale of the headquarters facility of the Borrower by an amount (rounded down, if necessary, to an integral multiple of $100,000) equal to the Lender Percentage of such Net Cash Proceeds; provided that the amount of any reduction in the Aggregate Commitments required pursuant to this clause (c) shall be reduced by the amount of any reduction of the Aggregate Commitments pursuant to clause (b) resulting from the sale of such headquarters facility. (d) 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 commitment 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 Company may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B 1 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 1 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 9:00 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 U.S.$10,000,000 or any whole multiple of US$5,000,000 U.S.$1,000,000 in excess thereof, (iii) such Borrower the Company shall not terminate or reduce such the Aggregate Tranche 1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 1 Outstandings plus the Alternative Currency Reserve (if any) applicable to such Borrower Tranche 1 would exceed the Aggregate Commitments applicable to such BorrowerTranche 1 Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Tranche 1 Commitments, the Swing Line FLOC Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Tranche 1 Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess; and (v) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. The amount of any such Aggregate Tranche 1 Commitment reduction shall not be applied to the FLOC Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Tranche 1 Commitments shall be applied to the Tranche 1 Commitment of each Tranche 1 Lender according to its Applicable Tranche 1 Percentage. (b) The Company may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 2 Commitments, or from time to time permanently reduce the Aggregate Tranche 2 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 9:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of U.S.$10,000,000 or any whole multiple of U.S.$1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Tranche 2 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 2 Outstandings plus the Alternative Currency Reserve applicable to Tranche 2 would exceed the Aggregate Tranche 2 Commitments; and (iii) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis. 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 applicable Tranche 2 Commitment of each appropriate Tranche 2 Lender according to its Pro Rata ShareApplicable Tranche 2 Percentage. (c) The Company may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 3 Commitments, or from time to time permanently reduce the Aggregate Tranche 3 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 9:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of U.S.$10,000,000 or any whole multiple of U.S.$1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Tranche 3 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 3 Outstandings plus the Alternative Currency Reserve applicable to Tranche 3 would exceed the Aggregate Tranche 3 Commitments; and (iii) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 3 Commitments. Any reduction of the Aggregate Tranche 3 Commitments shall be applied to the Tranche 3 Commitment of each Tranche 3 Lender according to its Applicable Tranche 3 Percentage. Any notice of termination or reduction of commitments, and any corresponding notice of prepayment, may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. (d) 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, Commitments of either Class 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 CommitmentsCommitments of either Class; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 10:00 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, thereof and (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 Outstandings applicable to such Borrower in respect of Revolving Loans would exceed the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Revolving 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 the applicable Class of any such notice of termination or reduction of the Aggregate CommitmentsCommitments of such Class. Any reduction of the Aggregate Commitments of any Class shall be applied to the applicable Commitment of such Class of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees in respect of any Class accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments of such Class shall be paid on the effective date of such termination. In addition, unless previously terminated, the Commitments of a Class shall automatically terminate on the applicable Commitment Termination Date for such Class. Upon the occurrence of the Commitment Termination Date for any Class of Commitments, the Borrower shall provide the Administrative Agent written notice thereof (which notice shall specify the reason for the occurrence of such Commitment Termination Date). Unless terminated earlier, the Revolving Commitments shall be automatically and permanently reduced to zero on the Maturity Date. (b) Notwithstanding anything in Section 2.05 or this Section 2.06 or anything else herein to the contrary, any prepayment of Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of a particular Class of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans of such Class, as applicable, as ▇▇▇▇▇▇▇ Sachs and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC shall elect in their sole discretion.

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 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 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 CommitmentsCommitments and this Agreement, 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 CommitmentsCommitments under this Agreement; 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 $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 Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization 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 Sublimit or the Australian Swing Line Alternative Currency Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line the Alternative Currency 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. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Borrowers. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share; provided that, during any period in which a Lender is a Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of any optional reduction of unused Aggregate Commitments under this Section 2.05 to the unused Commitments of any one or more Defaulting Lenders specified by the Borrowers (which application may result in a change of the Pro Rata Shares of the Lenders) before applying any remaining reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Shares. 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. Notwithstanding the termination of the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. (a) The Tranche A Mettler-Toledo International on behalf of the Borrowers maym▇▇, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice ▇▇▇▇ ▇▇▇ice 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 Mettler-Toledo International on behalf of the Borrowers shall not terminate or no▇ ▇▇▇▇▇▇▇▇▇ ▇▇ 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 Letter of Credit Sublimit or the Australian Swing Line Subsidiary Swingline Borrower 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 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 Mettler-Toledo International on behalf of the Borrowers; provid▇▇, ▇▇ ▇▇▇▇▇▇▇-Toledo International so elects a Letter of Credit Sublim▇▇ ▇▇ ▇▇▇▇▇▇▇▇ry 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.