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 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 (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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, 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable to such BorrowerL/C Issuer(s) for, all outstanding Letters of Credit, 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 excessthere are no outstanding L/C Borrowings. 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.

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 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 11:00 a.m. three Business Day immediately Days prior to the date of termination or reductionreduction (or such shorter period as the Administrative Agent may agree in its sole discretion), (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 Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerRevolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Swing Line Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. If such notice from the Company described above in this paragraph is given in connection with a full or partial refinancing of the Revolving 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. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage, to the Letter of Credit Commitments in accordance with the Applicable L/C Percentages and to the Swing Line Commitments in accordance with the Applicable Swing Line Percentages. 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.

Termination or Reduction of Commitments. Upon at least ten (a10) The Tranche A Borrowers may, upon Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may at any time in whole permanently terminate or from time to time permanently reduce the Aggregate Tranche A Total Commitments; TCCI may. In addition, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from Lead Borrower may at any time to time in part permanently reduce the Aggregate Tranche B Total 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 . Each 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 the principal amount of US$25,000,000 $5,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower $5,000,000; provided that the Borrowers shall not terminate or reduce such Aggregate (A) the Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower Credit Extensions outstanding would exceed the Aggregate Commitments applicable to Total Commitments, (B) the sublimit for Letters of Credit set forth in Section 2.1(a)(ii) if, after giving effect thereto, the Letter of Credit Outstandings not fully cash collateralized hereunder would exceed such Borrowersublimit, and (ivC) the sublimit for Swingline Loans set forth in Section 2.6(a) hereof if, after giving effect thereto, and to any concurrent payments hereunder, the outstanding amount of Swingline Loans hereunder would exceed such sublimit. If, after giving effect to any reduction of the Aggregate Total Commitments, the Swing Line Sublimit sublimit for Letters of Credit set forth in Section 2.1(a)(ii) hereof or the Australian Swing Line Sublimit sublimit for Swingline Loans set forth in Section 2.6(a) hereof exceeds the amount of the Aggregate Total Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, sublimits shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Each such notice of reduction or termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall (i) be applied ratably to the applicable Commitment of each appropriate Lender according and (ii) be irrevocable when given. At the effective time of each such reduction or termination, the Borrowers shall pay to its Pro Rata Share. All facility fees the Administrative Agent for application as provided herein (i) all Commitment Fees accrued for on the account amount of the applicable Borrower until Total Commitments so terminated or reduced through the date thereof, (ii) any amount by which the Credit Extensions outstanding on such date exceed the amount to which the Total Commitments are to be reduced effective date of any termination of the applicable Aggregate Commitments shall be paid on such date, in each case pro rata based on the effective date of such terminationamount prepaid, and (iii) any Breakage Costs, if applicable.

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, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, the Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Tranche C CommitmentsSwing Line Sublimit; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 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 (A) 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 (ivB) the Letter of Credit Sublimit if, after giving effect to any reduction thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Aggregate Commitments, Letter of Credit Sublimit or (C) the Swing Line Sublimit or if, after giving effect thereto and to any concurrent prepayments hereunder, the Australian Outstanding Amount of Swing Line Sublimit exceeds Loans would exceed 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 Letter of Credit Sublimit, the Swing Line Sublimit or the Aggregate CommitmentsCommitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments shall be applied to Commitments, the applicable Commitment of each appropriate Lender according to its Pro Rata Shareshall be reduced by such Lender’s Applicable Percentage of such reduction amount. 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 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 will 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 will 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 the Company will 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, unless the Total Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Company has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Alternative Currency Sublimit, the 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 will be automatically reduced by the amount of such excess. A notice of termination of the Aggregate Commitments delivered by the Company pursuant to this Section 2.07 may state that such notice is conditioned on the effectiveness of other credit facilities or the availability of a source of funds for the prepayment in full of the Obligations under this Agreement, in which case, such notice may be revoked by the Company (by 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 Commitments. Except as otherwise set forth above, the amount of any such Aggregate Commitment reduction will not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall will 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 will 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, Commitments in whole or from time to time permanently reduce the Aggregate Tranche C Commitmentsin part; 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 $1,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, 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 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 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 Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) The Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.04

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 Representative 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 p.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 the Borrower Representative 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 Sublimit or the Australian Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Letter of Credit Sublimit or Australian Swing Line Sublimitshall be automatically reduced by the amount of such excess, as applicableand (v) if, after giving effect to any reduction of the Aggregate Commitments, the Blackwater Sublimit exceeds the amount of the Aggregate Commitments, such Blackwater 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 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, provided that a notice of termination of the Aggregate Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) The Blackwater Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Blackwater Sublimit, or from time to time permanently reduce the Blackwater Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 p.m. five Business Days prior to the date of termination or reduction, (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, (iii) the Blackwater Borrower shall not terminate or reduce the Blackwater Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Blackwater Outstandings would exceed the Blackwater Sublimit, and (iv) if the Blackwater Sublimit is reduced to zero, the Blackwater Borrower shall cease to be a Borrower hereunder. A termination of the Blackwater Sublimit pursuant to this Section 2.05(b) shall not, in and of itself, result in a reduction of the Aggregate Commitments. The Lenders authorize the Administrative Agent to enter into all amendments and modifications to this Agreement that are reasonably required to appropriately effect any termination of the Blackwater Sublimit pursuant to this Section 2.05(b) and the removal of the Blackwater Borrower as a Borrower in connection therewith.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayConcurrently with the Borrowing of any Term A-1 Loans on any Borrowing Date, upon notice the Term A-1 Commitment of each Term A-1 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-1 Loans made by such Term A-1 Lender on such Borrowing Date. Concurrently with the Borrowing of any Term A-2 Loans on any Borrowing Date, the Term A-2 Commitment of each Term A-2 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-2 Loans made by such Term A-2 Lender on such Borrowing Date. Concurrently with the Borrowing of the Term A-3 Loans on the Second Amendment Effective Date, the Term A-3 Commitment of each Term A-3 Lender will be permanently reduced to zero and be terminated. (b) Unless previously terminated, (i) the Aggregate Term A-1 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Administrative Agent, terminate or from time to time permanently reduce Term A-1 Facility and (ii) the Aggregate Tranche A Commitments; TCCI Term A-2 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-2 Facility. (c) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Term A-1 Commitments or the Aggregate Term A-2 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 Term A-1 Commitments or the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Term A-2 Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon Noon five (Central time), on the 5) Business Day immediately Days prior to the date of termination or reduction, and (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) . Each such Borrower notice of termination shall not terminate or reduce specify such Aggregate Commitments if, after giving effect thereto and election to any concurrent prepayments hereunderterminate, the Total Outstandings applicable relevant Class(es) of Commitments to such Borrower would exceed the Aggregate Commitments applicable to such Borrowerbe terminated, 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 excesseffective date thereof. The Administrative Agent will promptly notify the Lenders of the relevant Class(es) of any such notice of termination or reduction of Commitments of such Class(es). A notice delivered by the Borrower pursuant to this Section 2.07(c) may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, 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. (d) Any reduction of the Aggregate CommitmentsTerm A-1 Commitments pursuant to Section 2.07(b) or (c) shall be applied to the Term A-1 Commitment of each Lender according to its Applicable Percentage of the Term A-1 Facility. Any reduction of the Aggregate Term A-2 Commitments pursuant to Section 2.07(b) or (c) shall be applied to the applicable Term A-2 Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account Applicable Percentage of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationTerm A-2 Facility.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 11:00 a.m. 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 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 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 the Letter of Credit 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. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and 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; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower. 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.

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 (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable to such BorrowerL/C Issuer(s) for, all outstanding Letters of Credit, 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 excessthere are no outstanding L/C Borrowings. 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.

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 Parent 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 p.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 the Parent 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 Letter of Credit Sublimit or the Australian Swing Line Sublimit Sublimit, exceeds the amount of the Aggregate Commitments, such Swing Line Letter of Credit Sublimit or Australian the Swing Line Sublimit, as applicablethe case may be, 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, provided that a notice of termination of the Aggregate Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

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

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, upon L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate or from the Borrower may at any time to time in whole permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time in part permanently reduce reduce, the Aggregate Tranche B Commitments; and the Tranche C Borrower mayprovided, upon notice to the Australian Sub-Agent and the Administrative Agenthowever, 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 each partial reduction of the Commitments shall be in an aggregate integral multiple of $1,000,000 and in a minimum amount of US$25,000,000 $5,000,000 (or any whole multiple of US$5,000,000 in excess thereof, (iiisuch lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) 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 (ivii) 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 Participating Revolving Credit 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 Except as provided in the Lenders immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Each reduction of in the Aggregate Commitments hereunder shall be applied to made ratably among the Lenders in accordance with their respective 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 terminationCommitments.

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. three (Central time), on the 3) Business Day immediately Days prior to the date of termination or reduction, (ii) any such partial reduction shall be (A) in the case of the Term Loans, in an aggregate amount of US$25,000,000 $1,000,000 or any whole multiple of US$5,000,000 $500,000 in excess thereof, and (B) in the case of the Revolving Loans, in an aggregate amount of $100,000 or any whole multiple of $50,000 in excess thereof; and (iii) such the Borrower shall may not terminate or reduce such Aggregate the Revolving Loan Commitments if, after giving effect thereto and unless the Issuing Bank is satisfied that sufficient funds will be available to permit repayment of Drawings under 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 Letter of Credit outstanding as of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount date of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excesstermination. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of any of the Aggregate Commitments. Any reduction of the Aggregate Term Loan Commitments shall be applied to made ratably among the applicable Commitment of each appropriate Lender according to its Pro Rata ShareTerm Loan Lenders in accordance with their respective Class A Commitments and Class B Commitments. 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. (b) If the initial Borrowing of Term Loans have not been borrowed on or before December 31, 2004, the Administrative Agent (acting at the direction of the Required Lenders) may, by written notice to the Borrower, terminate the Commitments of the Lenders with respect to each of the Loans, which termination shall become effective immediately. (c) Any termination or reduction of any of the Commitments shall be permanent.

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 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 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 Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line the Letter of Credit 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. A notice of Commitment reduction delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied.

Termination or Reduction of Commitments. All unused Commercial Banks Facility Commitments, if any, shall be automatically and permanently terminated on the last day of the Availability Period. (a) Upon any payment or prepayment of the Commercial Bank Loans pursuant to Section 3.01 (Repayment of Commercial Bank Loan Borrowings), Section 3.08 (Optional Prepayment) or Section 3.09 (Mandatory Prepayment), the Aggregate Commercial Banks Facility Commitment and the Aggregate Tranche Commitments of Tranches paid or prepaid shall be automatically and permanently reduced (pro rata across all Tranches and pro rata within each Tranche) in an amount equal to such payment or prepayment. (b) The Tranche A Borrowers mayBorrower shall have the right to permanently terminate in whole, upon notice to the Administrative Agent, terminate or and from time to time to permanently reduce in part, the Aggregate Tranche A Commitments; TCCI may, upon notice Commitments with respect to all Tranches pro rata with respect to the Administrative Agentthen outstanding Commercial Banks Facility Commitments of all Tranches (in a minimum amount of ten million Dollars ($10,000,000)), in accordance with Section 3.3 (Voluntary Cancellation of Secured Debt) of the Common Terms Agreement. (c) The Borrower shall have the right to permanently terminate the Aggregate Tranche B Commercial Banks Facility Commitments of Non-Consenting Lenders in accordance with Section 4.04(d) (Obligation to Mitigate). (d) All unused Commercial Banks 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 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 reduced by terminated upon the amount occurrence of such excess. The Administrative Agent will promptly notify an Event of Default if required pursuant to Section 8.02 (Acceleration Upon Bankruptcy) or Section 8.03 (Acceleration Upon Other Event of Default) in accordance with 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 terminationterms thereof.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from Borrower may at any time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time permanently reduce 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 the amount of each reduction of the Commitments shall be received by the Applicable Agent an integral multiple of $1,000,000 and not later less than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, $2,000,000 and (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 the Borrower shall not terminate or reduce such Aggregate the Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of Revolving Loans pursuant to Section 2.09, the Total Outstandings applicable to such Borrower total Revolving Exposures would exceed the Aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments applicable to under Section 2.07(b) at least three Business Days before the effective date of such Borrowertermination or reduction, specifying such election and (iv) if, the effective date thereof. Promptly after giving effect to it receives any reduction of the Aggregate Commitmentssuch notice, 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 shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section will be irrevocable; provided that any such notice terminating the Revolving Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective 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. The Dollar Revolving Commitments, the Limited Currency Revolving Commitments, the Multicurrency Revolving Commitments, the 2020-1 Incremental Revolving Commitments or the Delayed Draw Term A Commitments (aratably among Dollar Revolving Commitments, the Limited Currency Revolving Commitments, the Multicurrency Revolving Commitments, the 2020-1 Incremental Revolving Commitments and the Delayed Draw Term A Commitments, as applicable) The Tranche A Borrowers may, upon hereunder may be permanently reduced in whole or in part by notice from the Parent 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 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 thereof must be received by the Applicable Agent not later than 12:00 noon (Central New York time), on the ) at least five (5) Business Day immediately Days prior to the date of reduction or termination and any such reduction or reduction, terminations shall be in a minimum amount of $1.0 million and integral multiples of $1.0 million in excess thereof; and (ii) any such partial reduction shall the Commitments may not be in reduced to an aggregate amount less than the Outstanding 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 excessLoan Obligations then outstanding thereunder. The Administrative Agent will promptly notify give prompt notice to the Lenders of any such notice of termination or reduction of the Aggregate in Commitments. Any reduction of the Aggregate any Commitments shall be applied to the applicable Commitment of each appropriate applicable Lender according to its Pro Rata Share. All facility commitment or other fees accrued for the account of the applicable Borrower until with respect to any Commitment through the effective date of any termination of the applicable Aggregate Commitments thereof shall be paid on the effective date of such termination. A notice of termination of the Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Tranche A Co-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 AgentAgent by HoldCo, terminate the Aggregate Tranche B aggregate Working Capital 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 Working Capital Commitments; provided that (i) any such notice shall be received by the Applicable Agent not later than 12:00 noon 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 $5,000,000.00 or any whole multiple of US$5,000,000 $1,000,000.00 in excess thereof, and (iii) such Borrower shall the Co-Borrowers may not terminate or reduce such Aggregate the aggregate Working Capital Commitments if, after giving effect thereto and to any concurrent prepayments hereunderthereto, the Total Outstandings applicable to such Borrower a mandatory prepayment 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 excessrequired under Section 2.07(a). The Administrative Agent will promptly notify the Lenders Banks of any such notice of termination or reduction of the Aggregate aggregate Working Capital Commitments. Any reduction of the Aggregate aggregate Working Capital Commitments shall be applied to the applicable Working Capital Commitment of each appropriate Lender Working Capital Bank according to its Pro Rata ShareWorking Capital Percentage. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate aggregate Working Capital Commitments and all other amounts payable shall be paid on the effective date of such termination. (b) The Co-Borrowers may, upon notice to the Agent by HoldCo, terminate the aggregate Revolving Commitments, or from time to time permanently reduce the aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Agent not later than noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000.00 or any whole multiple of $500,000.00 in excess thereof, and (iii) the Co-Borrowers may not terminate or reduce the aggregate Revolving Commitments if, after giving effect thereto, a mandatory prepayment would be required under Section 2.07(b). The Agent will promptly notify the Banks of any such termination or reduction of the aggregate Revolving Commitments. Any reduction of the aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Bank according to its Revolving Percentage. All fees accrued until the effective date of any termination of the aggregate Revolving Commitments and all other amounts payable 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, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, the Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Tranche C Commitments; Swing Line Sublimit, provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 2:00 p.m. three Business Day immediately Days prior to the date of termination or five Business Days prior to the date of reduction, as the case may be, (ii) any such notice shall be irrevocable (except if such termination notice is being furnished in connection with a refinancing of the Obligations, such notice may be conditional upon the consummation of such refinancing; provided that the Borrower would still be required to reimburse Lenders under Section 3.05 for any losses, costs or expenses incurred as a result of any such notice being revoked by the Borrower), (iii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $5.0 million or any whole multiple of US$5,000,000 $1.0 million in excess thereof, (iiiiv) such the Borrower shall not terminate or reduce such (A) 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, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (ivC) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit, and (v) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (A) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (1) ratably among Classes or (2) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (B) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.16, the Existing Commitments of any one or more Lenders providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the aggregate Outstanding Amount of the Loans (other than Swing Line Loans) of any such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans does not exceed the lesser of such Lender’s Commitment or such Lender’s Applicable Percentage of the Borrowing Base (such calculation being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.12 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.16 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender). (b) 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, sublimit shall be automatically reduced by the amount of such excess. . (c) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate CommitmentsCommitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments shall be applied to Commitments, the applicable Commitment of each appropriate Lender according to its Pro Rata Shareshall be reduced by such Lender’s Applicable Percentage of such reduction amount. All facility fees accrued for the account of the applicable Borrower until the effective date of any such 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 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 11:00 a.m. five Business Day immediately Days prior to the date of termination or reductionreduction (except in the case of any reductions to be made in June of 2009), (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such the Borrower shall not terminate or reduce such the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerRevolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Swing Line 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 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 Share. 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) Following the occurrence of a Change of Control, the Required Lenders may in their sole and absolute discretion elect, during the sixty day period immediately subsequent to the later of (a) such occurrence and (b) the earlier of (i) receipt of the Borrower’s written notice to the Administrative Agent of such occurrence and (ii) if no such notice has been received by the Administrative Agent, the date upon which the Administrative Agent and the Lenders have actual knowledge thereof, to terminate all of the Commitments. In any such case the Commitments shall be terminated effective on the date which is sixty days subsequent to the date of written notice from the Administrative Agent to the Borrower thereof, and (i) to the extent that any Loans are then outstanding, the same shall be immediately due and payable, and (ii) to the extent that any Letters of Credit are then outstanding, Borrower shall provide cash collateral for the same. (c) The Class B Commitments of the Designated Extending Lenders shall be permanently reduced by an amount equal to 50% of the amount of all Gross Bond Proceeds as herein set forth. The reductions to the Class B Commitments of the Designated Extended Lenders shall be made ratably, based upon such Lenders’ total Class A Commitments as of the date of such reduction. If the Class B Commitments of any Designated Extending Lender shall be reduced to zero, any Commitment reduction to which it would otherwise be entitled shall be shared ratably among the other Designated Extending Lenders; provided that after all Class B Commitments of the Designated Extending Lenders have been permanently retired, the Class A Commitments of the Designated Extending Lenders shall thereupon be ratably reduced until the aggregate amount thereof shall have been reduced to $1.5 billion, and once the aggregate Class A Commitments have been reduced to $1.5 billion, no further reductions to the Commitments will be necessary.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon not less than one Business Days’ notice (or three Business Days’ notice if the related termination or reduction would require a prepayment of Eurocurrency Loans prior to the last day of an Interest Period) to the Administrative Agent, to terminate or the Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to amount of the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any no such notice termination or reduction of 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 Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Extensions of Credit would exceed the Aggregate Total Commitments; provided, further, that no such termination or reduction of Commitments applicable to such Borrower, and (iv) shall be permitted if, after giving effect thereto (and to any reduction terminations or reductions of Foreign Currency Commitments on the Aggregate Commitmentseffective date thereof pursuant to Section 2.4(b)), the Swing Line Sublimit Foreign Currency Commitment of any Lender would exceed the Commitment of such Lender. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Australian Swing Line Sublimit exceeds Commitments then in effect. (b) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Foreign Currency Commitments or, from time to time, to reduce the amount of the Aggregate Foreign Currency Commitments, ; provided that no 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 Foreign Currency Commitments shall be applied permitted if, after giving effect thereto and to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account any prepayments of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid Foreign Currency Loans made on the effective date thereof, the Total Foreign Currency Extensions of Credit would exceed the Total Foreign Currency Commitments. Any such terminationreduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Foreign Currency Commitments then in effect.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayTerm B-2 Loan Commitment of each Term B-2 Loan Lender shall terminate in its entirety on the Amendment No. 3 Effective Date (after giving effect to the incurrence of the Term B-2 Loans on such date). Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Termination Date. (b) Upon at least three Business Days’ prior irrevocable written (provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice) or telecopy notice to the Administrative Agent, terminate or from the Company (on behalf of all the Borrowers) may at any time to time in whole permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time in part permanently reduce reduce, the Aggregate Tranche B Total Revolving Credit Commitments; and the Tranche C Borrower mayprovided, upon notice to the Australian Sub-Agent and the Administrative Agenthowever, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice each partial reduction of the Total Revolving Credit Commitments shall be received by in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Applicable Total Revolving Credit Commitments to an amount less than the sum of (x) the aggregate outstanding principal amount (or Assigned Dollar Value, in the case of Revolving Credit Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans and (y) the L/C Obligations outstanding at such time. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Revolving Credit Lenders thereof), it being understood that such termination will not later than 12:00 noon be deemed to be a waiver or release of any claim any of the Borrowers or the Administrative Agent may have against such Defaulting Lender. (Central timec) Subject to the last sentence of Section 2.10(b) and to Section 2.25, any reduction in the Total Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. Subject to the last sentence of Section 2.09(a), the Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the Business Day immediately prior to the date of each termination or reduction, (ii) any such partial reduction shall be in an aggregate the Commitment Fees on the amount of US$25,000,000 the Revolving Credit Commitments so terminated or reduced accrued to but not including the date of such termination or reduction. (d) A Revolving Credit Commitment terminated or reduced under this Section 2.10 may not be reinstated. (e) On the fifth Business Day following the receipt of the Net Cash Proceeds of any whole multiple Specified Disposition (or, if earlier, the date on which any prepayment of US$5,000,000 in excess thereof, (iii) the Term Loans is made with respect to such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and Specified Disposition pursuant to any concurrent prepayments hereunderSection 2.12(b)), the Total Outstandings applicable Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such Borrower would exceed purposes that the Aggregate Total Revolving Credit Commitments applicable to such Borrowerwere fully used and, and (iv) iffor the avoidance of doubt, after giving effect to any reduction prepayment of the Aggregate CommitmentsTerm Loans made in connection with such Specified Disposition pursuant to Section 2.12(b) and any other prepayment, the Swing Line Sublimit redemption, repurchase, defeasance or the Australian Swing Line Sublimit exceeds the discharge of any Indebtedness made in connection with such Specified Disposition), to be not greater than 2.50:1.00. The amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.10(e) shall be automatically reduced determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such excess. The mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent will promptly notify not later than the fifth Business Day following the receipt of the Net Cash Proceeds of the applicable Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Disposition pursuant to Section 2.12(b)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such notice of termination or required mandatory reduction of the Aggregate Total Revolving Credit Commitments. Any The provisions of Section 2.10(c) and 2.12(e) shall apply to any such mandatory reduction of the Aggregate Total Revolving Credit Commitments. (f) On the fifth Business Day following the consummation of any Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Distribution pursuant to Section 2.12(c)), the Total Revolving Credit Commitments shall be applied automatically and permanently reduced (without further action on the part of any Person) to the applicable Commitment extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of each appropriate Lender according to its Pro Rata Share. All facility fees accrued the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the account avoidance of doubt, after giving effect to any prepayment of the applicable Borrower until the effective date Term Loans made substantially simultaneously in connection with such Specified Distribution pursuant to Section 2.12(c) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Distribution), to be not greater than 2.50:1.00. The amount of any required mandatory termination of the applicable Aggregate Total Revolving Credit Commitments pursuant to this Section 2.12(f) shall be paid on determined in good faith by the effective date Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such terminationmandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than the fifth Business Day following the occurrence of the Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Distribution pursuant to Section 2.12(c)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) shall apply to any such mandatory reduction of the Total Revolving Credit 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 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 reduced by 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. (b) The Borrower may cancel or reduce permanently the whole or any part of the unutilized Term Loan Facility Debt 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 on a pro rata basis across all remaining Term Loan Facility Debt Commitments under this Agreement (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. (c) On the date of incurrence of any Replacement Senior Debt in accordance with Section 6.3 (Replacement Senior Debt) of the Common Terms Agreement to the extent that such Replacement Senior Debt is intended to be applied to cancel or reduce any or all Term Loan Facility Debt Commitments, the Term Loan Facility Debt Commitments of the Term Lenders shall be paid on reduced in accordance with Section 3.8(a) (Reductions and Cancellations of Facility Debt Commitments) of the effective date Common Terms Agreement to the extent of such terminationamounts applied towards such cancellation or reduction; provided that, if the Borrower incurs Replacement Senior Debt for purposes of repaying Term Loans and canceling or reducing Term Loan Facility Debt Commitments, the Borrower shall be deemed to have, on a pro rata basis, applied the proceeds of such Replacement Senior Debt first to repay any outstanding Term Loans in accordance with Section 3.14(c) (Pro Rata Treatment), and, to the extent any Replacement Senior Debt proceeds remain, secondly to cancel Term Loan Facility Debt Commitments that subsequently remain available to be drawn in accordance with Section 3.14(b) (Pro Rata Treatment). (d) All unused Term Loan Facility Debt Commitments, if any, shall be terminated upon the occurrence of a Loan Facility Event of Default if required pursuant to Section 8.02 (Acceleration Upon Bankruptcy) or Section 8.03 (Action Upon Event of Default) in accordance with the terms thereof.

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

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Term Loan Commitments shall automatically and permanently terminate upon funding of the Term Loans on the Closing Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon written 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 in a form acceptable to the Administrative Agent and be received by the Applicable Administrative Agent not later than 12:00 noon (Central noon, New York City time), on the 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 after giving effect to any partial reduction of the Revolving Commitments, the remaining Revolving Commitments shall be greater than or equal to $25,000,000, (iv) the Borrower shall not terminate or reduce such Aggregate the Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings applicable to such Borrower would exceed the Aggregate Revolving Commitments applicable to then in effect or (y) the Total Outstandings would exceed the Borrowing Base Amount at such Borrower, time and (ivv) if, after giving effect the Borrower shall pay any amounts required to be paid under Section 3.05 resulting from any prepayment of Revolving Credit Loans made in connection with such termination or reduction of Commitments; provided further, that any such notice delivered in connection with a termination in full of the Aggregate Revolving Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount due to a refinancing of the Aggregate CommitmentsLoans with the proceeds of such refinancing, may be, if expressly so stated to be, contingent upon the consummation of such Swing Line Sublimit or Australian Swing Line Sublimit, refinancing (any such contingent termination notice being referred to herein as applicable, shall a “Contingent Commitment Termination Notice”) and may be automatically reduced revoked by the amount Borrower in the event such refinancing is not consummated (and the Borrower shall pay any amounts required to be paid under Section 3.05 resulting from any such revocation of such excessnotice). The Administrative Agent will promptly notify the 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 Commitment of each appropriate Revolving Lender according to its Pro Rata ShareApplicable Revolving Percentage. All facility fees accrued for the account in respect of the applicable Borrower Revolving Credit Facility accrued until the effective date of any termination of the applicable Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date; provided, that all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on December 31, 2014, if the Effective Date shall not theretofore have occurred. (b) The Tranche A Borrowers may, upon notice to the Administrative Agent, Company may at any time terminate or from time to time permanently reduce 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 CommitmentsCommitments of any Class; provided that (i) each reduction of the Commitments of 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 Class shall be in an aggregate amount of US$25,000,000 or any whole that is an integral multiple of US$5,000,000 in excess thereof, the Borrowing Multiple and not less than the Borrowing Minimum and (iiiii) such Borrower the Company shall not terminate or reduce such Aggregate the 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 Borrower, and (iv) if, after giving effect to any reduction concurrent prepayment of the Aggregate CommitmentsLoans in accordance with Section 2.10, the Swing Line Sublimit aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Australian Swing Line Sublimit exceeds Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount effective date of such excesstermination or reduction, specifying such election and the effective date thereof. The Promptly following receipt of such a notice, the Administrative Agent will promptly notify shall advise the Lenders of any such the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of any of the Aggregate CommitmentsRevolving Commitments delivered by the Company may state that such notice is conditioned upon the occurrence of subsequent events (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments of any Class shall be applied to permanent. Each reduction of the Commitments of any Class shall be made ratably among 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 Lenders in accordance with their respective Commitments shall be paid on the effective date of such terminationClass.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayPrior to or upon the Closing Date, the Borrower may permanently reduce the Term A-3 Commitments, the Term A-5 Commitments and/or Revolving Commitments in whole, or in part ratably (except as provided in Section 10.13) among the Lenders of the applicable Facility, in the case of Term A-3 Commitments and Term A-5 Commitments, in integral multiples of $1,000,000 or any whole multiple of $500,000 in excess thereof and, in the case of the Revolving Commitments, in integral multiples of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, in each case, by giving the Administrative Agent notice of such reduction not later than 11:00 a.m. on any Business Day, which notice shall specify the Commitments to be reduced and the amount of any such reduction; provided that a notice of termination of the Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative AgentAgent on or prior to the specified effective date of such termination) if such condition is not satisfied. If the Closing Date occurs, the Term A-3 Commitments and the Term A-5 Commitments shall be automatically and permanently reduced to zero upon the borrowing of the Term A-3 Loans and Term A-5 Loans on the Closing Date. In the event that the Closing Date shall not have occurred on or prior to the Termination Date, each Lender’s Commitment shall automatically terminate or from time at 11:59:59 p.m. on the Termination Date and each Lender shall upon such termination have no further obligation to time make any Loans hereunder. Unless terminated earlier pursuant to subsection (b) below, the Revolving Commitments shall be automatically and permanently reduce reduced to zero on the Aggregate Tranche A Revolving Commitments Maturity Date applicable to such Revolving Commitments; TCCI . Notwithstanding anything to contrary and for the avoidance of doubt, the provisions of this Section 2.06(a) shall permit any reduction of Commitments on a Facility by Facility basis and on a non-pro rata basis across Facilities (but not within a single Facility), in each case, as selected by the Borrower in its sole discretion. (b) Following the Closing Date, the 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. 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 the Borrower shall not terminate or reduce such Aggregate the Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower aggregate amount of the Lenders’ Revolving Credit Exposures 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 Sublimit or the Australian Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Swing Line the Letter of Credit Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess; provided, further, that a notice of termination or reduction of the Revolving Commitments delivered may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, 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 of termination or reduction) if such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Revolving Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower or unless required by proviso (iv) of the preceding sentence. 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 in respect of the Revolving Facility. 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.

Termination or Reduction of Commitments. (ai) Unless previously terminated, each Commitment shall terminate on the Maturity Date applicable thereto. (ii) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from Borrower may at any time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time permanently reduce 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 each reduction of 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 Commitments shall be in an aggregate amount of US$25,000,000 or any whole that is an integral multiple of US$5,000,000 in excess thereofCAD 1,000,000 and not less than CAD 5,000,000, and (iiiB) such the Borrower shall not terminate or reduce such Aggregate the 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 concurrent prepayment of the Aggregate CommitmentsLoans in accordance with Section 2.08, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount sum of the Aggregate Revolving Credit Exposures would exceed the total Commitments, such Swing Line Sublimit . (iii) The Borrower shall notify the Agent of any election to terminate or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by reduce the amount Commitments under subpart (ii) of this Section at least three Business Days prior to the effective date of such excesstermination or reduction, specifying such election and the effective date thereof. The Administrative Promptly following receipt of any notice, the Agent will promptly notify shall advise the Lenders of any the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction of the Aggregate Commitments shall be applied to made ratably among 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 terminationLenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayDuring the Revolving Credit Period, upon notice to the Administrative Agent, terminate or Borrower shall have the right at any time and from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon five (5) Business Days’ prior written notice to the Administrative Operations Agent, (i) terminate or reduce in full the Aggregate Tranche B CommitmentsCommitments at any time, or (ii) reduce 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 Commitment Amount 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 at least $5,000,000 or any whole integral multiple of US$5,000,000 in excess thereof, (iii) whereupon the Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentage of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and delivered pursuant to any concurrent prepayments hereunderthis Section, the Total Outstandings applicable to such Borrower would exceed Operations Agent will notify the Aggregate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction Banks 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 excesssubstance thereof. 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 Upon the effective date of any such reduction or termination, the Borrower shall pay to the Operations Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued and unpaid on the amount of the reduction. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable. No reduction in the Commitment Amounts or termination of the applicable Aggregate Commitments may be reinstated. (b) Each Bank’s Commitment shall be paid permanently reduce to $0 and each Bank’s Commitment shall terminate on the effective Termination Date. Notwithstanding anything to the contrary contained herein, each Bank shall have the right at any time to elect to terminate its Commitment in full upon prior written notice to the Borrower and the Operations Agent thereof (such notice being hereinafter referred to as a “Termination Notice”; any Bank so delivering a Termination Notice in accordance with the provisions of this Section 2.10(b) shall hereinafter be referred to as a “Terminating Bank”). The Commitment of such Terminating Bank shall automatically terminate in full, and the Commitment of such Bank shall permanently reduce to $0, on the date (with respect to such Bank, its “Specified Termination Date”) which is the earlier of (x) the 180th day after the date of such terminationTermination Notice and (y) a date selected by the Borrower by written notice to the Operations Agent and agreed to by the Operations Agent, such agreement not to be unreasonably withheld. In accordance with Section 2.05 hereof, the Borrower promises to pay each Terminating Bank on the earlier of (x) such Bank’s Specified Termination Date or (y) the Termination Date, and there shall become absolutely due and payable on such date, the aggregate principal amount of all Loans outstanding to such Terminating Bank on such date, together with any and all accrued and unpaid interest thereon and all other amounts outstanding hereunder (including, without limitation, the commitment fee owing to such Terminating Bank) and owing to such Terminating Bank as of such date. No payment made in accordance with this Section 2.10(b) shall be subject to or be deemed to be in violation of Section 2.13, provided, to the extent there is more than one Terminating Bank requiring repayment on the same date, such payments shall be applied pro rata to all such Terminating Banks. (c) Each Bank shall have the right at any time to elect to reduce its Commitment in part upon prior written notice to the Borrower and the Operations Agent thereof specifying the amount of such reduction (the “Requested Reduction Amount”; such a notice being hereinafter referred to as a “Reduction Notice”; any Bank so delivering such a Reduction Notice shall hereinafter be referred to as a “Reducing Bank”). The Commitment of such Reducing Bank shall automatically reduce on the date (the “Reduction Date”) which is the earlier of (x) the 180th day from the date of such Reduction Notice and (y) a date selected by the Borrower by written notice to the Operations Agent and agreed to by the Operations Agent, such agreement not to be unreasonably withheld, by an amount (a “Reduction Amount”) equal to the greater of (i) the Requested Reduction Amount and (ii) an amount selected by the Borrower in the written notice to the Operations Agent; it being understood that (I) the Borrower shall have the right to permanently reduce or terminate such Reducing Bank’s Commitment Amount in full or in part at any time after delivery of the Reduction Notice and prior to the Reduction Date and (II) nothing in this Section 2.10(c) shall limit the Borrower’s right to reduce the aggregate Commitment Amount or terminate the Commitments pursuant to and in accordance with the terms of Section 2.10(a) hereof. The Borrower promises to pay to each Reducing Bank on the applicable Reduction Date, and there shall become absolutely due and payable on each such date, the portion of the aggregate principal amount of all Loans outstanding to such Reducing Bank, together with any and all accrued and unpaid interest thereon, which exceeds such Reducing Bank’s new Commitment (immediately after giving effect to the reduction by the Reduction Amount on such date); provided that if the Borrower elects to reduce the Commitment Amount of a Reducing Bank to $0 by terminating such Reducing Bank’s Commitment in full, the Borrower promises to pay to such Reducing Bank on the applicable Reduction Date, and there shall become absolutely due and payable on such date, the aggregate principal amount of all Loans outstanding to such Reducing Bank, together with any and all accrued and unpaid interest thereon and all other amounts outstanding hereunder and owing to such Reducing Bank as of such date. No payment made in accordance with this Section 2.10(c) shall be subject to or be deemed to be in violation of Section 2.13, provided, to the extent there is more than one Terminating Bank requiring repayment on the same date, such payments shall be applied pro rata to all such Terminating Banks (i) To the extent any Bank delivers a Termination Notice pursuant to Section 2.10 (b) hereof or a Reduction Notice pursuant to Section 2.10(c) hereof, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, upon prior written notice to the Operations Agent, such Terminating Bank or Reducing Bank, as applicable, request that one or more Assignees (each, a “Joining Bank”) and/or existing Banks (each such existing Bank or Joining Bank, a “Substitute Lender”) assume all or any portion of the Commitment of such Terminating Bank or Reducing Bank, as applicable. Each Terminating Bank or Reducing Bank, as the case may be, agrees that, should it be identified for replacement prior to its Specified Termination Date or Reduction Date, as applicable, pursuant to this Section 2.10(d)(i), it will promptly execute and deliver all documents and instruments reasonably required by the Borrower and/or the Operations Agent to assign the relevant portion such Terminating Bank’s or Reducing Bank’s Loans and Commitment to the applicable Substitute Bank on the applicable Specified Termination Date or Reduction Date, as applicable. The parties hereto hereby acknowledge and agree that no existing Bank shall be obligated to assume any portion of the Commitment of a Terminating Bank or Reducing Bank hereunder, and any election to do so shall be in the sole and absolute discretion of such Bank. (ii) In the event that any Terminating Bank was not replaced pursuant to Section 2.10(d)(i) hereof prior to its Specified Termination Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, at any time prior to the Termination Date, with prior written notice to the Operations Agent, request that one or more Substitute Banks (x) in the case of Joining Banks, join this Agreement as Banks with Commitments and/or (y) in the case of existing Banks, increase their existing Commitment Amount, in an aggregate Commitment Amount of up to the applicable Commitment Amount of such Terminating Bank immediately prior to the applicable Specified Termination Date. In the event that Commitments of any Reducing Bank equal to the applicable Reduced Amounts were not replaced with Commitments of Substitute Banks pursuant to Section 2.10(d)(i) hereof prior to the applicable Reduction Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, at any time prior to the Termination Date, with prior written notice to the Operations Agent, request that one or more Substitute Banks (x) in the case of Joining Banks, join this Agreement as Banks with Commitments and/or (y) in the case of existing Banks, increase their existing Commitment Amount, in an aggregate Commitment of up to the applicable Reduction Amounts. Each Joining Bank shall be required to execute and deliver to the Operations Agent such joinder documents as the Operations Agent shall reasonably require. The parties hereto hereby acknowledge and agree that no existing Bank shall be obligated to assume any portion of the Commitment Amount of a Terminating Bank or Reducing Bank hereunder, and any election to do so shall be in the sole and absolute discretion of such Bank.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Lead Borrower may, upon notice to the Administrative Agentat any time, terminate the Aggregate Tranche B Commitmentsin whole permanently terminate, or from time to time in part permanently reduce 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 the notice shall can be received conditioned on the consummation of other events and revoked by the Applicable Agent Lead Borrower if the condition is not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any satisfied. Each such partial reduction shall be in an aggregate the principal amount of US$25,000,000 $5,000,000 or any whole integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Commitments of US$5,000,000 each Lender and (ii) be irrevocable (except as provided in excess thereofthe proviso to the immediately preceding sentence) at the effective time of any such termination or reduction. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees accrued on the Commitments so terminated, and (iii) at the effective time of any such Borrower shall not terminate reduction or reduce such Aggregate Commitments iftermination, after giving effect thereto and to any concurrent prepayments hereunder, amount by which the Total Outstandings applicable to on such Borrower would date exceed the Aggregate amount to which the Commitments applicable are to be reduced effective on such Borrowerdate. (b) Upon the Termination Date, and (iv) if, after giving effect to any reduction the Commitments of the Aggregate Commitments, Lenders and 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, credit facility provided hereunder shall be automatically reduced terminated in full and the Borrowers shall pay, in full and in cash, all outstanding Revolving Credit Loans and all other outstanding Obligations (other than contingent indemnification obligations for which no claim has been made and Other Liabilities that are permitted 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 providers thereof to remain outstanding) then owing by them 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 terminationLenders.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, upon L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate or from the Borrower may at any time to time in whole permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time in part permanently reduce reduce, the Aggregate Tranche B Commitmentsunused Commitments of any Class; and the Tranche C Borrower mayprovided, upon notice to the Australian Sub-Agent and the Administrative Agenthowever, 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 each partial reduction of Commitments shall be in an aggregate integral multiple of $1,000,000 and in a minimum amount of US$25,000,000 $5,000,000 (or any whole multiple of US$5,000,000 in excess thereof, (iiisuch lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) 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 (ivii) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Swing Line Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Participating Revolving Credit 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 Except as provided in the Lenders immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) Upon any reduction of unused Commitments of any Class, the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Shareof such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All facility Any commitment fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments, upon Refinancing Commitments, Extended Revolving Credit Commitments or Commitments with respect to Extended Term Loans shall terminate as provided in the related Incremental Loan Assumption Agreement, Refinancing Amendment or Extension Amendment, as applicable. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate or from the Borrower may at any time to time in whole permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time in part permanently reduce reduce, the Aggregate Tranche B Commitmentsunused Commitments of any Class; and the Tranche C Borrower mayprovided, upon notice to the Australian Sub-Agent and the Administrative Agenthowever, 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 each partial reduction of Commitments shall be in an aggregate integral multiple of $1,000,000 and in a minimum amount of US$25,000,000 $5,000,000 (or any whole multiple of US$5,000,000 in excess thereof, (iiisuch lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) 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 (ivii) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Swing Line Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Participating Revolving Credit 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 Except as provided in the Lenders immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) Upon any reduction of unused Commitments of any Class, the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Shareof such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All facility Any commitment fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Revolving Credit 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 at least two Business Days’ notice to the Administrative Agent, to terminate in whole or from time to time permanently reduce ratably in part the Aggregate Tranche A Commitments; TCCI may, upon notice to unused portions of the Administrative Agent, terminate respective Commitments of 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 CommitmentsLenders; 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 each partial reduction shall be in an the aggregate amount of US$25,000,000 $1,000,000 or any whole an integral multiple of US$5,000,000 in excess thereof, ; (iiiii) 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, Commitments; and (iviii) 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 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. (b) On or after the expiration of the Negotiation Period, if the parties hereto shall have failed to enter into a New Agreement before the end of the Negotiation Period, the Administrative Agent shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Credit Extensions to be terminated, whereupon the same shall forthwith terminate (with the result that each Lender’s Commitment shall forthwith terminate), and upon such termination, all commitment fees accrued to the date of such termination shall automatically be due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.

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 mayat its discretion, 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 $1,000,000 or, if less, the entire Aggregate Commitments and (iii) such Borrower the Company 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 Commitments. The Borrower will be required to pay the Makewhole Fee, applicable amounts under Sections 3.01 and 3.05 and other amounts applicable for the terminated portion of the Facility; provided that a Makewhole Fee will not be payable in the event that Borrower exercises the right to such Borrower, terminate or reduce the Facility described in this Section 2.04 following the assertion of claims for additional amounts under Sections 3.01 and (iv) if, after giving effect 3.04 that exceed an amount equal to any reduction of 0.10% per annum times 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 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.

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 Revolving Commitments; and the Tranche C Borrower mayprovided, upon notice to the Australian Sub-Agent and that, except as otherwise agreed by the Administrative AgentAgent in its sole discretion, 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. three (Central time), on the 3) Business Day immediately Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such the Borrower shall not terminate or reduce such the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerRevolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Swing Line Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Swing Line the Letter of Credit Sublimit or Australian the 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 notice delivered by the Borrower pursuant to this Section 2.06(a) may state that such notice is conditioned upon the effectiveness of other transactions, 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. 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 Revolving 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) The aggregate Term Commitments shall be automatically and permanently reduced to zero upon the funding of the Term Loans on the Closing Date.

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 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 $1,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, 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 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 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 Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) The Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.04

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 Agent (which notice to the Administrative Agentmay be conditioned on closing of alternative financing), 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 (or such shorter period as shall be acceptable to Administrative Agent) 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 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 Sublimit or the Australian Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Letter of Credit 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. Unless the Aggregate Commitments are terminated in their entirety, the Aggregate Commitments shall not be less than $20,000,000.

Termination or Reduction of Commitments. (a) The Tranche A Co-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. 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 $10,000,000.00 or any whole multiple of US$5,000,000 $1,000,000.00 in excess thereof, (iii) such Borrower the Co-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 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 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. A notice of termination delivered by Co-Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities in which case such notice may be revoked by Co-Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and so long as Co-Borrowers shall have paid any amounts required to be paid to Administrative Agent, any L/C Issuer or any Lender pursuant to this Agreement in connection with such notice of prepayment.

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 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 the Borrower shall not terminate or reduce such the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerRevolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Swing Line Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, 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. 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 Share. All facility commitment 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) The Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement, or from time to time permanently reduce any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement in an integral multiple of $1,000,000 (or as may otherwise be provided in the respective Incremental Term Loan Agreement); provided, that each such reduction shall apply proportionately to permanently reduce the unused Incremental Term Commitments of the applicable Incremental Term Lenders provided pursuant to the applicable Incremental Term Loan Agreement; provided further that, a notice of termination of any unused Incremental Term Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, 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. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental 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 Company 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 (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. three Business Day immediately Days prior to the date of termination or reductionreduction (or such shorter period of time as the Administrative Agent may determine), (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) 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, subject to Section 3.05, be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (d) any such partial reduction shall be applied to reduce each Sublimit then in effect in a manner that will allow such reduction of the Aggregate Commitments to be applied pro rata across the Commitments of all the Lenders according to their Applicable Percentages with respect to the Aggregate Commitments, as determined by the Company in consultation with the Administrative Agent, (e) the Company 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 (ivf) 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 CommitmentsCommitments or, if less, the Company Sublimit, 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 CommitmentsCommitments and of the amount of each of the Sublimits after giving effect thereto. Any The amount of any such Aggregate Commitment reduction shall not reduce the Letter of Credit Sublimit unless otherwise specified by the Company or unless required by proviso (e) of this Section. For the avoidance of doubt and in connection with proviso (c) of this Section, any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareApplicable Percentage with respect to the Aggregate Commitments (and not with respect to any Designated Borrower Sublimit). 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 mayConcurrently with the Borrowing of any Term A-1 Loans on any Borrowing Date, upon notice the Term A-1 Commitment of each Term A-1 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-1 Loans made by such Term A-1 Lender on such Borrowing Date. Concurrently with the Borrowing of any Term A-2 Loans on any Borrowing Date, the Term A-2 Commitment of each Term A-2 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-2 Loans made by such Term A-2 Lender on such Borrowing Date. (b) Unless previously terminated, (i) the A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Administrative Agent, terminate or from time to time permanently reduce Term A-1 Facility and (ii) the Aggregate Tranche A Commitments; TCCI Term A-2 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-2 Facility. (c) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments or the A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments or the Tranche C Borrower may, upon notice to the Australian SubA▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-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 Noon five (Central time), on the 5) Business Day immediately Days prior to the date of termination or reduction, and (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) . Each such Borrower notice of termination shall not terminate or reduce specify such Aggregate Commitments if, after giving effect thereto and election to any concurrent prepayments hereunderterminate, the Total Outstandings applicable relevant Class(es) of Commitments to such Borrower would exceed the Aggregate Commitments applicable to such Borrowerbe terminated, 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 excesseffective date thereof. The Administrative Agent will promptly notify the Lenders of the relevant Class(es) of any such notice of termination or reduction of Commitments of such Class(es). A notice delivered by the Aggregate CommitmentsBorrower pursuant to this Section 2.07(c) may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, 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. (d) Any reduction of the A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments pursuant to Section 2.07(b) or (c) shall be applied to the Term A-1 Commitment of each Lender according to its Applicable Percentage of the Term A-1 Facility. Any reduction of the Aggregate A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments pursuant to Section 2.07(b) or (c) shall be applied to the applicable Term A-2 Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account Applicable Percentage of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such terminationTerm A-2 Facility.

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 $1,000,000 or, if less, the entire Aggregate Commitments 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 (plus the greater of (A) the Aggregate Unfunded Amount minus Cash credited to such Borrower the Unfunded Exposure Account (not to exceed the Aggregate Unfunded Amount and excluding Excluded Amounts) and (B) zero) 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 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 will not be consummated or will 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 Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, the Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Tranche C CommitmentsSwing Line Sublimit; provided that (i) any such notice shall be received by the Applicable 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 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 (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borroweror (y) during the Senior Notes Preference Period, and the Total Outstandings would exceed the Senior Notes Preference Period Threshold, (ivB) the Letter of Credit Sublimit if, after giving effect to any reduction thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Aggregate CommitmentsLetter of Credit Sublimit, or (C) the Swing Line Sublimit or if, after giving effect thereto and to any concurrent prepayments hereunder, the Australian Outstanding Amount of Swing Line Sublimit exceeds Loans would exceed the amount Letter of Credit Sublimit; provided further that any notice to reduce or terminate the Aggregate Commitments may be contingent upon the consummation of the refinancing of this Agreement or other transaction, and may be revoked if such refinancing or transaction is not consummated, and if so revoked, the Aggregate Commitments, Commitments shall not be so reduced or terminated as requested in such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excessnotice. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any The amount of any such Aggregate Commitment reduction of the Aggregate Commitments shall not be applied to the applicable Commitment Swing Line Sublimit or the Letter of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for Credit Sublimit unless otherwise specified by 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 terminationBorrower.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon not less than 15 Business Days' notice to the Administrative Agent, (i) to terminate entirely all of the Commitments or (ii) from time to time permanently to reduce the Aggregate Tranche A Commitments; TCCI mayCommitted Amount of each of the Senior Facility Lenders, upon notice so long as the Completion Guarantee remains in full force and effect and there is no material breach thereunder which has occurred and is Continuing. Any such reduction shall (x) reduce permanently the Aggregate Committed Amount of each of the Senior Facility Lenders and (y) be required to be made pro rata among the Senior Facility Lenders in accordance with their respective Commitment Percentages. The Borrower shall have the right, at its discretion, to allocate the reduction to the Administrative AgentAggregate Committed Amount of the Commercial Banks between their respective Base Committed Amounts and Stand-By Committed Amounts, provided that the same allocation shall be made for each Commercial Bank. Upon any such reduction in the Aggregate Committed Amount of the Senior Facility Lenders, the Borrower shall promptly provide to the Senior Facility Lenders a funding plan which shall show in the Borrower's good faith judgment that it has sufficient resources to pay for the remainder of construction costs for the Sulfide Project, provided, that such funding plan shall be provided for informational purposes only and shall not bind, constitute a condition precedent, or otherwise limit the Borrower's discretion to terminate the Aggregate Tranche B Commitments, Commitments or from time to time permanently reduce the Aggregate Tranche B Commitments; Committed Amount of the Senior Facility Lenders in any way. (b) On the Availability Period End Date, the Commitment of the Senior Facility Lenders shall terminate 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 thereafter no Senior Facility Lender shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior required to the date of termination or reduction, (ii) make 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 terminationfurther Advances.

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 (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. three 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, and (iiic) 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 provided, and (iv) iffurther, after giving effect to any that a notice of termination or reduction of the Aggregate CommitmentsCommitments under this Section 2.05 may state that such notice 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 of Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such excesscondition 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 pursuant to this Section 2.05 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 Company 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 11:00 a.m., Chicago 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 $5,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, thereof and (iii) such Borrower the Company 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 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) Subject to any requirement to apply such Net Cash Proceeds to reduce the Bridge Commitments or the outstanding Bridge Loans pursuant to the Bridge Commitment Letter or the definitive documentation in respect thereof, the Aggregate Commitments shall be reduced no later than three Business Days after receipt thereof by an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Debt Incurrence after the Effective Date; provided that up to an aggregate amount of $750,000,000 of the Net Cash Proceeds from any such Debt Incurrence may, at the Borrower’s election, be exempted from the requirement to reduce the Aggregate Commitments pursuant to this clause (b); provided further that if, on the date of such commitment reduction, 364-Day Term Commitments are outstanding under the 364- Day Term Loan Credit Agreement, then the amount of such commitment reduction shall be allocated ratably to the Aggregate Commitments and such aggregate outstanding 364-Day Term Commitments. (c) Unless previously terminated, the Commitments shall automatically terminate upon the making of the applicable Loans and, otherwise, on the Commitment Termination Date.

Termination or Reduction of Commitments. (a) Unless previously terminated, all Revolving Commitments shall terminate on the Termination Date. (b) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from Borrower may at any time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time permanently reduce 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 each reduction of 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 Revolving Commitments shall be in an aggregate amount of US$25,000,000 or any whole that is an integral multiple of US$$5,000,000 in excess thereof, and not less than $5,000,000 and (iiiii) such the Borrower shall not terminate or reduce such Aggregate the 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 Borrower, and (iv) if, after giving effect to any reduction concurrent prepayment of the Aggregate Loans in accordance with Section 2.12, (A) any Bank’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the Total Revolving Credit Exposure would exceed the total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days (or such lesser period as the Administrative Agent shall agree in writing (including electronic communications) in its sole discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Swing Line Sublimit or Administrative Agent shall advise the Australian Swing Line Sublimit exceeds the amount Banks of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be automatically reduced irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the amount Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such excess. The notice may be revoked by the Borrower (by notice to the Administrative Agent will promptly notify on or prior to the Lenders of any specified effective date) if such notice of condition is not satisfied. Any termination or reduction of the Aggregate CommitmentsRevolving Commitments shall be permanent. Any Each reduction of the Aggregate Revolving Commitments shall be applied to made ratably among 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 terminationRevolving Banks in accordance with their respective Revolving Commitments.

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

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Borrower may, upon notice to the Administrative Agent, terminate the Aggregate 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 CommitmentsCommitments of any Tranche; 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 prior to the date of termination or reduction and shall specify the amount of each Tranche of Commitments to be reduced and the amount of each such 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) any such Borrower shall not terminate notice may state that it is conditioned upon the occurrence or reduce non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case 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 notice may be automatically reduced revoked by the amount of Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such excesscondition 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 of any Tranche shall be applied to the applicable Commitment of such Tranche of each appropriate Lender according to its Pro Rata ShareApplicable Percentage. All facility fees accrued for For the account avoidance of the applicable Borrower until the effective date of any doubt, upon termination of the applicable Aggregate Commitments and payment in full of all Obligations in cash and in immediately available funds (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), this Agreement shall be paid on automatically terminate and the effective date of such termination.Administrative Agent shall comply with Section 9.01(c)

Termination or Reduction of Commitments. (a) The Tranche A Term B-2 Loan Commitment of each Term B-2 Loan Lender shall terminate in its entirety on the Amendment No. 3 Effective Date (after giving effect to the incurrence of the Term B-2 Loans on such date). The Delayed Draw Commitment of each Delayed Draw Lender shall automatically terminate in its entirety on the Delayed Draw Termination Date (after giving effect to the incurrence of the Term A-1 Loans on such date, if applicable). The Company may at any time terminate, or from time to time reduce, the Delayed Draw Commitments on a pro rata basis upon three Business Days irrevocable notice to the Administrative Agent; provided that each reduction of the Delayed Draw Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000; provided, further, that such notice may state that it is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be rescinded by the Borrowers mayif such condition is not satisfied. Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Termination Date. (b) Upon at least three Business Days’ prior irrevocable written (provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice) or telecopy notice to the Administrative Agent, terminate or from the Company (on behalf of all the Borrowers) may at any time to time in whole permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time in part permanently reduce reduce, the Aggregate Tranche B Total Revolving Credit Commitments; and the Tranche C Borrower mayprovided, upon notice to the Australian Sub-Agent and the Administrative Agenthowever, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice each partial reduction of the Total Revolving Credit Commitments shall be received by in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Applicable Total Revolving Credit Commitments to an amount less than the sum of (x) the aggregate outstanding principal amount (or Assigned Dollar Value, in the case of Revolving Credit Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans and (y) the L/C Obligations outstanding at such time. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Revolving Credit Lenders thereof), it being understood that such termination will not later than 12:00 noon be deemed to be a waiver or release of any claim any of the Borrowers or the Administrative Agent may have against such Defaulting Lender. (Central timec) Subject to the last sentence of Section 2.10(b) and to Section 2.25, any reduction in the Total Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. Subject to the last sentence of Section 2.09(a), the Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the Business Day immediately prior to the date of each termination or reduction, (ii) any such partial reduction shall be in an aggregate the Commitment Fees on the amount of US$25,000,000 the Revolving Credit Commitments so terminated or reduced accrued to but not including the date of such termination or reduction. (d) A Revolving Credit Commitment terminated or reduced under this Section 2.10 may not be reinstated. (e) On the fifth Business Day following the receipt of the Net Cash Proceeds of any whole multiple Specified Disposition (or, if earlier, the date on which any prepayment of US$5,000,000 in excess thereof, (iii) the Term Loans is made with respect to such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and Specified Disposition pursuant to any concurrent prepayments hereunderSection 2.12(b)), the Total Outstandings applicable Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such Borrower would exceed purposes that the Aggregate Total Revolving Credit Commitments applicable to such Borrowerwere fully used and, and (iv) iffor the avoidance of doubt, after giving effect to any reduction prepayment of the Aggregate CommitmentsTerm Loans made in connection with such Specified Disposition pursuant to Section 2.12(b) and any other prepayment, the Swing Line Sublimit redemption, repurchase, defeasance or the Australian Swing Line Sublimit exceeds the discharge of any Indebtedness made in connection with such Specified Disposition), to be not greater than 2.50:1.00. The amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.10(e) shall be automatically reduced determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such excess. The mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent will promptly notify not later than the fifth Business Day following the receipt of the Net Cash Proceeds of the applicable Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Disposition pursuant to Section 2.12(b)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such notice of termination or required mandatory reduction of the Aggregate Total Revolving Credit Commitments. Any The provisions of Section 2.10(c) and 2.12(e) shall apply to any such mandatory reduction of the Aggregate Total Revolving Credit Commitments. (f) On the fifth Business Day following the consummation of any Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Distribution pursuant to Section 2.12(c)), the Total Revolving Credit Commitments shall be applied automatically and permanently reduced (without further action on the part of any Person) to the applicable Commitment extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of each appropriate Lender according to its Pro Rata Share. All facility fees accrued the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the account avoidance of doubt, after giving effect to any prepayment of the applicable Borrower until the effective date Term Loans made substantially simultaneously in connection with such Specified Distribution pursuant to Section 2.12(c) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Distribution), to be not greater than 2.50:1.00. The amount of any required mandatory termination of the applicable Aggregate Total Revolving Credit Commitments pursuant to this Section 2.12(f) shall be paid on determined in good faith by the effective date Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such terminationmandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than the fifth Business Day following the occurrence of the Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Distribution pursuant to Section 2.12(c)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) shall apply to any such mandatory reduction of the Total Revolving Credit Commitments.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers During the Revolving Credit Period, the Borrower may, upon at least three (3) Business Days’ prior written notice to the Administrative Agent, (i) terminate the Commitments in full at any time, or (ii) reduce 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 Commitment Amount 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 at least $5,000,000 or any whole multiple integral multiples of US$5,000,000 $1,000,000 in excess thereof, (iii) whereupon the Commitment Amounts of each of the Lenders shall be reduced pro rata in accordance with their Commitment Percentage of the amount specified in such notice, or, as the case may be, each Lender’s Commitment shall be terminated. Promptly after receiving any notice of the Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and delivered pursuant to any concurrent prepayments hereunderthis Section 2.04(a), 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 Commitmentssubstance thereof. 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 Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Lenders the full amount of any Commitment Fee then accrued. Each notice delivered by the Borrower pursuant to this Section 2.04(a) shall be irrevocable. No reduction in the Commitment Amounts or termination of the applicable Aggregate Commitments made in accordance with this Section 2.04(a) may be reinstated. (b) Each Lender’s Commitment shall be paid permanently reduce to $0 and each Lender’s Commitment shall terminate on the effective Termination Date. Notwithstanding anything to the contrary contained herein, each Lender shall have the right at any time from and after April 27, 2023 to elect to terminate its Commitment in full upon no less than 360 days’ prior written notice to the Borrower and the Agent thereof (such notice being hereinafter referred to as a “Termination Notice”; any Lender so delivering a Termination Notice in accordance with the provisions of this Section 2.04(b) shall hereinafter be referred to as a “Terminating Lender”). For the avoidance of doubt, the dates described above relate to the actual termination of a Commitment, and not the first date on which a Lender may deliver a Termination Notice. The Commitment of such Terminating Lender shall automatically terminate in full, and the Commitment of such Lender shall permanently reduce to $0, on the date (with respect to such Lender, its “Specified Termination Date”) which is the earlier of (x) the 360th day after the date of such terminationTermination Notice and (y) a date selected by the Borrower by written notice to the Agent and agreed to by the Agent. In accordance with Section 2.05 hereof, the Borrower promises to pay each Terminating Lender on the earlier of (x) such Lender’s Specified Termination Date or (y) the Termination Date, and there shall become absolutely due and payable on such date, the aggregate principal amount of all Loans outstanding to such Terminating Lender on such date, together with any and all accrued and unpaid interest thereon and all other amounts outstanding hereunder (including, without limitation, the commitment fee owing to such Terminating Lender) and owing to such Terminating Lender as of such date. No payment made in accordance with this Section 2.04(b) shall be subject to or be deemed to be in violation of Section 2.11, provided, to the extent there is more than one Terminating Lender requiring repayment on the same date, such payments shall be applied pro rata to all such Terminating Lenders. (c) Each Lender shall have the right at any time from and after April 27, 2023 to elect to reduce its Commitment in part upon no less than 360 days’ prior written notice to the Borrower and the Agent thereof specifying the amount of such reduction (the “Requested Reduction Amount”; such a notice being hereinafter referred to as a “Reduction Notice”; any Lender so delivering such a Reduction Notice shall hereinafter be referred to as a “Reducing Lender”). For the avoidance of doubt, the dates described above relate to the actual reduction of a Commitment, and not the first date on which a Lender may deliver a Reduction Notice. The Commitment of such Reducing Lender shall automatically reduce on the date (the “Reduction Date”) which is the earlier of (x) the 360th day from the date of such Reduction Notice and (y) a date selected by the Borrower by written notice to the Agent and agreed to by the Agent by an amount (a “Reduction Amount”) equal to the greater of (i) the Requested Reduction Amount and (ii) an amount selected by the Borrower in the written notice to the Agent; it being understood that (I) the Borrower shall have the right to permanently reduce or terminate such Reducing Lender’s Commitment Amount in full or in part at any time after delivery of the Reduction Notice and prior to the Reduction Date and (II) nothing in this Section 2.04(c) shall limit the Borrower’s right to reduce the aggregate Commitment Amount or terminate the Commitments pursuant to and in accordance with the terms of Section 2.04(a) hereof. The Borrower promises to pay to each Reducing Lender on the applicable Reduction Date, and there shall become absolutely due and payable on each such date, the portion of the aggregate principal amount of all Loans outstanding to such Reducing Lender, together with any and all accrued and unpaid interest thereon, which exceeds such Reducing Lender’s new Commitment (immediately after giving effect to the reduction by the Reduction Amount on such date); provided that if the Borrower elects to reduce the Commitment Amount of a Reducing Lender to $0 by terminating such Reducing Lender’s Commitment in full, the Borrower promises to pay to such Reducing Lender on the applicable Reduction Date, and there shall become absolutely due and payable on such date, the aggregate principal amount of all Loans outstanding to such Reducing Lender, together with any and all accrued and unpaid interest thereon and all other amounts outstanding hereunder and owing to such Reducing Lender as of such date. No payment made in accordance with this Section 2.04(c) shall be subject to or be deemed to be in violation of Section 2.11, provided, to the extent there is more than one Terminating Lender requiring repayment on the same date, such payments shall be applied pro rata to all such Terminating Lenders. (d) (i) To the extent any Lender delivers a Termination Notice pursuant to Section 2.04(b) hereof or a Reduction Notice pursuant to Section 2.04(c) hereof, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, upon prior written notice to the Agent, such Terminating Lender or Reducing Lender, as applicable, request that one or more Eligible Assignees (each, a “Joining Lender”) and/or existing Lenders (each such existing Lender or Joining Lender, a “Substitute Lender”) assume all or any portion of the Commitment of such Terminating Lender or Reducing Lender, as applicable. Each Terminating Lender or Reducing Lender agrees that, should it be identified for replacement prior to its Specified Termination Date or Reduction Date, as applicable, pursuant to this Section 2.04(d)(i), it will promptly execute and deliver all documents and instruments reasonably required by the Borrower and/or the Agent to assign the relevant portion such Terminating Lender’s or Reducing Lender’s Loans and Commitment to the applicable Substitute Lender on the applicable Specified Termination Date or Reduction Date, as applicable. The parties hereto hereby acknowledge and agree that no existing Lender shall be obligated to assume any portion of the Commitment of a Terminating Lender or Reducing Lender hereunder, and any election to do so shall be in the sole and absolute discretion of such L▇▇▇▇▇. (ii) In the event that any Terminating Lender was not replaced pursuant to Section 2.04(d)(i) hereof prior to its Specified Termination Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, at any time prior to the Termination Date, with prior written notice to the Agent, request that one or more Substitute Lenders (x) in the case of Joining Lenders, join this Agreement as Lenders with Commitments and/or (y) in the case of existing Lenders, increase their existing Commitment Amount, in an aggregate Commitment Amount of up to the applicable Commitment Amount of such Terminating Lender immediately prior to the applicable Specified Termination Date. In the event that Commitments of any Reducing Lender equal to the applicable Reduced Amounts were not replaced with Commitments of Substitute Lenders pursuant to Section 2.04(d)(i) hereof prior to the applicable Reduction Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, at any time prior to the Termination Date, with prior written notice to the Agent, request that one or more Substitute Lenders (x) in the case of Joining Lenders, join this Agreement as Lenders with Commitments and/or (y) in the case of existing Lenders, increase their existing Commitment Amount, in an aggregate Commitment of up to the applicable Reduction Amounts. Each Joining Lender shall be required to execute and deliver to the Agent such joinder documents as the Agent shall reasonably require. The parties hereto hereby acknowledge and agree that no existing Lender shall be obligated to assume any portion of the Commitment Amount of a Terminating Lender or Reducing Lender hereunder, and any election to do so shall be in the sole and absolute discretion of such L▇▇▇▇▇.

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

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

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 irrevocably 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 3:00 p.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 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 Outstanding Amount 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 such notice terminating the Commitments in whole in connection with a refinancing of all Obligations hereunder may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied, in which case such termination of the Commitments shall not occur. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata ShareCommitment 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.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Subject to Section --------------------------------------- 3.04, the Company may, upon not less than three Business Days' prior notice to the Administrative AgentAgent by 9:00 a.m. (San Francisco time), terminate the Commitments, 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 by an aggregate minimum amount of $10,000,000, 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; unless, after ------ giving effect thereto and to any prepayments of Loans made on the effective date thereof, the then-outstanding principal amount of the Loans would exceed the amount of the combined Commitments then in effect. (iiib) Upon the making of any Disposition under subsections 7.03(e) or (f) in excess of the aggregate amount then permitted to be made thereunder, the Commitments of the Banks shall automatically reduce by an amount equal to the excess of the cumulative amount of Net Proceeds received over the amount of Net Proceeds permitted to be received under such Borrower shall not terminate or reduce subsections, effective as of the date of such Aggregate Commitments if, Disposition. If after giving effect thereto and to any concurrent prepayments hereunderof Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower then-outstanding principal amount of the Loans 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 Commitmentscombined Commitments then in effect, the Company shall make the mandatory prepayment of Loans required by Section 2.06(b). The Company shall give prior notice to the Banks of any Disposition resulting in a Commitment reduction hereunder (including in such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by notice the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination estimated Net Proceeds to be received by the Company or reduction of a Subsidiary in respect thereof). (c) Once reduced or terminated in accordance with this Section, the Aggregate CommitmentsCommitments may not be increased or reinstated. Any reduction or termination of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender Bank according to its Pro Rata Share. All facility fees accrued for the account The Agent will promptly notify each Bank of its receipt of any notice under this Section 2.05, and of the applicable Borrower until amount of reduction or termination of such Bank's Commitment. All accrued commitment fees to, but not including, the effective date of any reduction or termination of the applicable Aggregate Commitments shall be paid on the effective date of such reduction or 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. one 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 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, thereof and (iii) any such Borrower shall not terminate notice may state that it is conditioned upon the occurrence or reduce non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case 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 notice may be automatically reduced revoked by the amount of Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such excesscondition 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. 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 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 35 later than 11:00 a.m. one Business Day 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 and (iii) 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. 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 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) 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and ▇▇▇▇▇▇▇ Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and ▇▇▇▇▇▇▇ Sachs Lending Partners LLC shall elect in their sole discretion.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon not less than one Business Days’ notice (or three Business Days’ notice if the related termination or reduction would require a prepayment of EurodollarEurocurrency Loans prior to the last day of an Interest Period) to the Administrative Agent, to terminate or the Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to amount of the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any no such notice termination or reduction of 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 Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Extensions of Credit would exceed the Aggregate Total Commitments; provided, further, that no such termination or reduction of Commitments applicable to such Borrower, and (iv) shall be permitted if, after giving effect thereto (and to any reduction terminations or reductions of Foreign Currency Commitments on the Aggregate Commitmentseffective date thereof pursuant to Section 2.4(b)), the Swing Line Sublimit Foreign Currency Commitment of any Lender would exceed the Commitment of such Lender. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Australian Swing Line Sublimit exceeds Commitments then in effect. (b) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Foreign Currency Commitments or, from time to time, to reduce the amount of the Aggregate Foreign Currency Commitments, ; provided that no 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 Foreign Currency Commitments shall be applied permitted if, after giving effect thereto and to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account any prepayments of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid Foreign Currency Loans made on the effective date thereof, the Total Foreign Currency Extensions of Credit would exceed the Total Foreign Currency Commitments. Any such terminationreduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Foreign Currency Commitments then in effect.

Termination or Reduction of Commitments. (a) Unless previously terminated the Commitments shall terminate on the Maturity Date. (b) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from Company may at any time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time permanently reduce reduce, the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice Commitments with such reductions applicable in whole or in part to the Australian Sub-Agent and Domestic Available Amount or the Administrative AgentForeign Available Amount, terminate at the Aggregate Tranche C Commitments, or from time to time permanently reduce option of the Aggregate Tranche C CommitmentsCompany; provided that (i) any such notice shall be received by each reduction of 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 Commitments shall be in an aggregate amount of US$25,000,000 or any whole that is an integral multiple of US$$5,000,000 in excess thereof, and not less than $20,000,000 and (iiiii) such Borrower the Company shall not terminate or reduce such Aggregate the 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 concurrent prepayment of the Aggregate Loans in accordance with Section 2.09, (A) the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments, (B) with respect to the Swing Line Sublimit or Company and the Australian Swing Line Sublimit exceeds Domestic Subsidiary Borrowers, the sum of the Revolving Credit Exposures attributable to such Borrowers plus the aggregate principal amount of outstanding Competitive Loans made to such Borrowers would exceed the Aggregate CommitmentsDomestic Available Amount, and (C) with respect to the Foreign Subsidiary Borrowers, the sum of the Revolving Credit Exposures attributable to such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by Borrowers plus the aggregate principal amount of outstanding Competitive Loans made to such excess. Borrowers would exceed the Foreign Available Amount. (c) The Company shall notify the Administrative Agent will promptly notify of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of any the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction of the Aggregate Commitments shall be applied to made ratably among 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 terminationLenders in accordance with their respective 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 Company 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 Borrower the Company 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 CommitmentsCommitments (plus any Cash Collateralization of the L/C Obligations hereunder), the Swing Line Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsCommitments (plus any Cash Collateralization of the L/C Obligations hereunder), 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 Letter of Credit Sublimit, Swingline Sublimit, or the Aggregate Commitments. Any notice delivered by the Company pursuant to this Section 2.06 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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.

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

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI 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.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon not less than four Business Days' notice to the Administrative Agent, to terminate the Commitments or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to amount of the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any no such notice termination or reduction shall be received by permitted if, after giving effect thereto, either (a) the Applicable Agent Commitments would not later be greater than 12:00 noon or equal to zero or (Central time), on b) the Business Day immediately prior Commitment of any Lender would not be greater than or equal to the date of termination or reduction, (ii) any zero. Any such partial reduction shall be in an aggregate amount of US$25,000,000 equal to $5,000,000 or any a whole multiple of US$5,000,000 $1,000,000 in excess thereof, and shall reduce permanently the Commitments. The Administrative Agent shall give each Lender prompt notice of any notice received from the Borrower pursuant to this subsection 2.4. (iiib) such If the Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and any of its Subsidiaries consummates any Capital Markets Transaction on or prior to the Closing Date which results in the receipt by the Borrower or any concurrent prepayments hereunderof its Subsidiaries of Net Cash Proceeds with respect thereto, 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 reduced, on the same Business Day on which such Net Cash Proceeds are received, in an amount equal to the amount of such excess. The Administrative Agent will promptly notify Net Cash Proceeds. (c) If the Lenders Borrower or any of its Subsidiaries consummates any such notice of termination Disposition permitted by subsection 7.4(f) on or prior to the Closing Date which requires a reduction of the Aggregate Commitments. Any reduction of Commitments pursuant to such subsection, the Aggregate Commitments shall be applied reduced, on the same Business Day on which the relevant Net Cash Proceeds are received, in an amount equal to the applicable Commitment amount of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate such Net Cash Proceeds. (d) Any Commitments shall be paid not drawn on the effective date of such terminationthe Transaction is consummated shall terminate.

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 2:00 p.m. three Business Day immediately Days prior to the date of termination or reductionreduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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, 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable to such BorrowerL/C Issuer(s) for, all outstanding Letters of Credit, 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 excessthere are no outstanding L/C Borrowings. 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.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Commitment of each Lender shall terminate upon the earlier of (A) the borrowing of the Loans in accordance with Section 2.01 and (B) 5:00 p.m., New York City time, on the Commitment Termination Date. (b) The Tranche A Borrowers Borrower may, upon at least three Domestic Business Days’ 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 Commitments at any time. (c) The Borrower may, upon at least three Domestic Business Days’ notice to the Australian Sub-Agent and the Administrative Agent, terminate reduce the Aggregate Tranche C Commitments, or Commitments from time to time permanently reduce time, ratably in accordance with the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received amounts thereof, 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 $15,000,000 or any whole larger multiple of US$5,000,000 $1,000,000. Any such reduction shall be permanent. (d) In the event and on each occasion that, prior to the termination of the Commitments in excess thereofaccordance with Section 2.06(a) or Section 2.06(b), any Net Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Commitment Reduction/Prepayment Event, (iiii) the Borrower shall, on the day of such Borrower shall not terminate or reduce receipt, deliver to the Agent a notice thereof setting forth the nature of such Aggregate Commitments if, after giving effect thereto Commitment Reduction/Prepayment Event and to any concurrent prepayments hereunder, the Total Outstandings applicable to amount of such Borrower would exceed the Aggregate Commitments applicable to such BorrowerNet Proceeds (together with a reasonably detailed calculation thereof), and (ivii) ifthe Commitments will be automatically and permanently reduced ratably by the amount of such Net Proceeds (or, after giving effect to any reduction if less, by the aggregate amount of the Aggregate CommitmentsCommitments then in effect), such reduction to be effective on the Swing Line Sublimit day on which such Net Proceeds are received; provided, that in the case of any Commitment Reduction/Prepayment Event described in clause (c) of the definition of such term, (x) such reduction in Commitments shall only be required in an amount equal to the amount by which the Net Proceeds of all Commitment Reduction/Prepayment Events described in such clause (c) occurring since the Signing Date, exceeds $300,000,000 and (y) if the Borrower shall, in such notice to the Agent, state that the Borrower intends to cause the Net Proceeds from such Commitment Reduction/Prepayment Event (or a portion thereof specified in such notice) to be applied, or committed to be applied, within 180 days after receipt of such Net Proceeds to acquire, construct, improve, upgrade or repair assets (other than cash or cash equivalents) to be used in the Australian Swing Line Sublimit exceeds business of the Borrower and its Subsidiaries, or to consummate any business acquisition by the Borrower or any of its Subsidiaries, then the amount of the Aggregate Commitments, reduction of the Commitments under this Section 2.06(d) on account of such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, Commitment Reduction/Prepayment Event shall be automatically reduced by the amount of the Net Proceeds specified by the Borrower in such excess. The Administrative Agent will promptly notify the Lenders of notice as intended to be so reinvested; provided, that if any such Net Proceeds have not been so applied, or committed to be applied under one or more legally binding agreements, by the end of such 180-day period, or if such Net Proceeds shall have been so committed to be applied by the end of such 180-day period but shall not have been so applied within 270 days after they shall have been received, then, not later than the last day of such 180-day period (or such 270-day period, as the case may be), the Borrower shall provide to the Agent written notice thereof and on the first Domestic Business Day following the end of termination such 180-day (or reduction 270-day) period, the Commitments will be automatically permanently reduced ratably by the amount of such Net Proceeds that have not been so applied (or, if less, by the aggregate amount of the Aggregate Commitments. Any reduction Commitments then in effect). (e) In the event and on each occasion that, prior to the termination of the Aggregate Commitments in accordance with Section 2.06(a) or Section 2.06(b), the Borrower or any of its Subsidiaries enters into any term loan facility (other than the Term Facility), the Commitments shall be applied 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 applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account aggregate amount of the applicable Borrower until Commitments then in effect), such reduction to be effective upon the effective date of any termination effectiveness of the applicable Aggregate Commitments shall be paid on definitive documentation for such term loan facility and receipt by the effective date Agent of a notice from the Borrower that such terminationterm loan facility constitutes a Qualifying Term Loan Facility.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayUpon the Effective Date, upon a portion of the Commitments of certain Extending Lenders may be reduced, in each case, without a pro rata reduction of the Commitments of any other Lenders. After such reduction, the Commitments of the Lenders shall be as set forth on Schedule 1.1 hereto. (b) Upon at least five (5) Business Days’ prior written notice to the Administrative Agent, terminate or from the Borrowers may at any time to time in whole permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time in part permanently reduce reduce, the Aggregate Tranche B Commitments; and provided that, no termination or partial reduction of the Tranche C Borrower may, upon Commitments of the Non-Extending Lenders shall be permitted unless the Borrowers shall have (i) provided at least thirty (30) days prior written notice to the Australian Sub-Administrative Agent and (ii) satisfied the requirements of SECTION 6.8(a). Each such reduction or termination shall first be applied, if no Default or Event of Default then exists or would arise therefrom, ratably to the Commitments of each Non-Extending Lender and, after the Commitments of the Non-Extending Lenders have been terminated in full, shall be applied ratably to the Commitments of each Extending Lender. If such a Default or Event of Default exists or would arise from the termination of any portion of the Commitments, each such reduction or termination shall be applied ratably to the Commitments of each Lender. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Each notice of such reduction or termination shall be irrevocable when given. At the effective time of each such reduction or termination, the Borrowers shall pay to the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; Agent for application as provided that herein (i) any such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), all Commitment Fees and Extended Term Unused Fees accrued on the Business Day immediately prior to unused portion of the Commitments so terminated or reduced through the date of termination or reductionthereof, and (ii) any amount by which the Credit Extensions outstanding on such partial reduction date exceed the amount to which the Commitments are to be reduced effective on such date, in each case pro rata based on the amount prepaid. Upon the termination of all Commitments by the Borrowers hereunder and the Borrowers’ payment and satisfaction in full of all Obligations, all Letters of Credit shall be have expired or terminated (or been collateralized in an aggregate amount a manner satisfactory to the Issuing Banks) and all Letter of US$25,000,000 Credit Outstandings have been reduced to zero (or any whole multiple of US$5,000,000 collateralized in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and a manner satisfactory to any concurrent prepayments hereunderthe Issuing Banks), the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, Collateral Agent 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 shall, subject to SECTION 9.6, release their respective Liens in the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied Collateral and, subject to the applicable Commitment of each appropriate Lender according Intercreditor Agreement, deliver any possessory Collateral 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 terminationBorrowers or their designee.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right to terminate the Commitments in full in connection with a prepayment of all the outstanding Loans in accordance with Sections 2.7 or 2.8. (i) The Borrower shall have the right, upon not less than three (3) Business Days’ 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 Commitmentsterminate, or from time to time reduce, any of the Construction Loan Commitments (and correspondingly terminate or reduce the Term Loan Commitments in the same amount); provided that (i) each reduction of such Construction Loan Commitments (other than a Construction Loan Commitment reduction to zero) shall be in an amount that is an integral multiple of $10,000 and not less than $250,000 (or if less, the remaining amount of such Construction Loan Commitments), (ii) the Borrower shall not terminate or reduce the Construction Loan Commitments for a Construction Loan Tranche unless, after giving effect thereto, the remaining unused amount of the Construction Loan Commitments for such Construction Loan Tranche, the amount of the Equity Commitment for such Project and any other cash in the Construction Account or the Loss Proceeds Account is sufficient to fund all Project Costs for such Project projected to be incurred from the date of termination or reduction of Construction Loan Commitments through the applicable Term Conversion Date, as certified to the Lenders by the Borrower and confirmed by the Independent Engineer and (iii) no such termination or reduction would reasonably be expected to cause a Default or Event of Default. Any such termination or reduction of the Construction Loan Commitments (and corresponding reduction of the Term Loan Commitments) shall permanently reduce the Aggregate Tranche B Commitments; Construction Loan Commitments and the Tranche C Term Loan Commitments. In the event the Borrower mayterminates all of the Commitments in accordance with this Section 2.10(a)(i), the Borrower shall on the date of such termination, terminate the DSR Letters of Credit. (b) The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Australian Sub-Administrative Agent and the Administrative Agentapplicable DSR LC Issuing Banks, terminate the Aggregate Tranche C Commitmentsto terminate, or from time to time permanently reduce reduce, any of the Aggregate Tranche C DSR LC Commitments; provided that (i) any such notice shall be received by each reduction of 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 DSR LC Commitments shall be in an aggregate amount that is an integral multiple of $10,000 and not less than $250,000 (or, if less, the remaining amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, the DSR LC Commitments) and (iiiii) such the Borrower shall not terminate or reduce such Aggregate the DSR LC Commitments ifunless, after giving effect thereto and to any concurrent prepayments hereunderthereto, 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, DSR Requirement shall be automatically reduced by satisfied in accordance with the amount of Depositary Agreement. Any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of in the Aggregate Commitments. Any reduction of the Aggregate DSR LC Commitments shall be applied to permanently reduce 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 DSR LC Commitments shall be paid on the effective date of such terminationthen in effect.

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 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. 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 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) the amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless (a) otherwise specified by the Borrower or (b) 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; provided further that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment 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 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 Any unused Construction Loan Commitments shall be automatically and permanently terminated on the Administrative Agent, terminate or from time to time permanently reduce earlier of 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; Conversion Date and the Tranche C Borrower mayConversion Date Certain, 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, each case after giving effect to any reduction of the Aggregate Commitmentsall Construction Loans, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitmentsif any, to be made on such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, day. (b) Any unused Term Loan Commitments shall be automatically reduced by and permanently terminated on the amount earlier of the Conversion Date and the Conversion Date Certain, in each case after giving effect to all Term Loans, if any, to be made on such excess. day. (c) The Administrative Agent will promptly notify Construction Loan Commitments and the Lenders Term Loan Commitments shall be automatically and permanently terminated in full if the initial Borrowing of the Construction Loans has not occurred on or before July 31, 2006. (d) The Construction Loan Commitments for the second (2nd) Plant to deliver its Notice to Proceed shall be automatically and permanently terminated in full if the initial Borrowing of the Construction Loans for such Plant has not occurred on or before September 15, 2006. (e) The Construction Loan Commitments for third (3rd) Plant to deliver its Notice to Proceed shall be automatically and permanently terminated in full if the initial Borrowing of the Construction Loans for such Plant has not occurred on or before December 31, 2006. (f) In the event of any such notice of termination or reduction prepayment of the Aggregate CommitmentsConstruction Loans pursuant to Section 3.08 (Optional Prepayment) or Section 3.09 (Mandatory Prepayment), the Term Loan Commitments shall be automatically and permanently reduced in an amount equal to such prepayment. In the event of a termination of any unused Construction Loan Commitments pursuant to Section 2.06(a), (d) and (e), the Term Loan Commitments shall automatically and permanently be reduced in an amount equal to each such unused portion. Any reduction of the Aggregate Term Loan Commitments pursuant to this Section 2.06(f) shall be allocated on a pro rata basis between the Tranche A Term Loan Commitment and the Tranche B Term Loan Commitment. (g) Any unused Construction Loan Commitments and Term Loan Commitments shall be applied terminated upon the occurrence of an Event of Default if required pursuant to Section 9.02 (Action upon Bankruptcy) or Section 9.03 (Action Upon Other Event of Default) in accordance with 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 terminationterms thereof.

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. three 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 $5,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, and (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 Borrower, and (iv) if, after giving effect to any reduction Commitments. A notice of termination of the Aggregate CommitmentsCommitments delivered by the Borrower to the Administrative Agent 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 Swing Line Sublimit Borrower by notice to the Administrative Agent on or prior to the Australian Swing Line Sublimit exceeds date specified for the amount termination of the Aggregate CommitmentsCommitments that the refinancing condition has not been met and the termination is to be revoked. In all other cases, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, notices provided pursuant to this Section 2.05 shall be automatically reduced by the amount of such excessirrevocable when given. 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 mayOn the date on which each Term Loan shall be made to Borrower, upon notice the Aggregate Term Commitments shall be automatically and permanently reduced on such date by an amount equal to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI aggregate original principal amount of such Term Loan. Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Term 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 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 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 $500,000 or any whole multiple of US$5,000,000 $100,000 in excess thereof, and (iii) such Borrower shall not terminate or reduce such the Aggregate Term Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Term Loan Outstandings applicable to such Borrower would exceed the Aggregate Term Commitments. The Administrative Agent will promptly notify the Term Lenders of any such notice of termination or reduction of the Aggregate Term Commitments. Any reduction of the Aggregate Term Commitments applicable shall be applied to the Term Commitment of each Term Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Term Commitments shall be paid on the effective date of such Borrowertermination. (b) Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving 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 $500,000 or any whole multiple of $100,000 in excess thereof, (iii) Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Loan Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Swing Line Sublimit or the Australian Swing Line Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Swing Line Letter of Credit 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 Credit 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.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayUnless previously terminated, upon notice the Commitments shall terminate at 5:00 p.m., New York City time, on the Availability Termination Date. (b) On the date of each Loan of any Class made by any Lender, such Lender's Commitment of such Class shall be reduced by an amount equal to such Loan. (c) In the event that a prepayment of Loans would be required pursuant to paragraph (b), (c), (d) or (e) of Section 2.03, the Commitments then in effect shall be reduced as and to the Administrative Agent, terminate or from extent required by Section 2.03. (d) The Borrower may at any time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time permanently reduce reduce, the Aggregate Tranche B Commitments; and the Tranche C Borrower may, Commitments upon at least three Business Days 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 CommitmentsAgents; provided that (i) that, prior to 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, 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 ifunless, after giving effect thereto and to any concurrent prepayments hereunderrepayment of Loans, there will not be any Commitments in effect and there will not be any Loans outstanding), the Total Outstandings applicable Borrower shall demonstrate, to the reasonable satisfaction of the Requisite Lenders, either (i) availability of alternative funds on a dollar-for-dollar basis and on terms reasonably satisfactory to the Requisite Lenders or (ii) that after giving effect to such Borrower would exceed termination or reduction, there shall be sufficient Commitments (or other alternative funds available on terms reasonably satisfactory to the Aggregate Commitments applicable Requisite Lenders) to finance the build-out and operation of the Project in a manner that will enable Holdings to comply with the covenants contained in Sections 6.16 through 6.25 at all times during the period from the date of such Borrower, and (iv) iftermination or reduction until the Maturity Date; provided further that, after giving effect to such reduction or termination, there shall be sufficient Commitments under each Participating Credit Agreement for the payment of any Supplier Manufactured Items which have been ordered under the applicable Supply Contract and for which the applicable Supplier has not yet been paid; provided further that each 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, less than all remaining Commitments pursuant to this paragraph (d) shall be automatically reduced by in an amount that is an integral multiple of $1,000,000 and not less than $3,000,000. The Borrower shall not have the amount right optionally to terminate or reduce any Commitments except as provided herein. (e) The Borrower shall notify the Administrative Agents of any election to terminate or reduce the Commitments of any Class under paragraph (d) of this Section at least three Business Days prior to the effective date of such excesstermination or reduction, specifying such election and the effective date thereof. The Administrative Agent will promptly notify the Lenders Promptly following receipt of any such notice, each Administrative Agent shall advise the Lenders in its Lender Group of the contents thereof. Each notice of delivered by the Borrower pursuant to this Section shall be irrevocable. Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction or termination of the Aggregate Commitments pursuant to paragraph (c) of this Section shall be applied as provided in Section 2.03(g). Each reduction or termination of the Commitments pursuant to paragraph (d) of this Section shall be applied to the applicable Commitment all Commitments of each appropriate Lender according Class under all Participating Credit Agreements then in effect ratably; provided that the Borrower may elect to its Pro Rata Share. All facility fees accrued for terminate or reduce Commitments under a Participating Credit Agreement (without terminating or ratably reducing other Commitments) if Holdings and the account Borrower certify to the Administrative Agents under the other Participating Credit Agreements that such termination or reduction reflects anticipated reduced purchases under and in accordance with the related Supply Contract and otherwise in accordance with paragraph (d) 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 terminationthis Section.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Administrative Agent not later than 12:00 noon (Central time), on the 11:00 a.m. five Business Day immediately Days prior to the date of termination or reduction, (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 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) the amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless (a) otherwise specified by the Borrower or (b) 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; provided further that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment 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 Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be WEST\258439317.6 319678-00008950 received by the Applicable Administrative Agent not later than 12:00 noon 10:00 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 Five Million Dollars ($5,000,000) or any whole multiple of US$5,000,000 One Million Dollars ($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 Sublimit Commitments or the Australian Swing Line L/C 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, provided, that any such notice (whether to terminate the Aggregate Commitments or to permanently reduce the Aggregate Commitments) may state that it is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, prior to the Closing Date, upon not less than three Business Days’ notice to the Administrative Agent, to terminate or the Commitments or, from time to time permanently time, to ratably reduce the Aggregate Tranche A amount of the 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 $10,000,000, or any whole an integral 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 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 excessthen in effect. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction . (b) Upon the occurrence of any Prepayment Event or a Specified Merger Consideration Reduction prior to the Aggregate Closing Date, the Commitments shall automatically be applied reduced in an aggregate amount equal to 100% of (x) in the case of a Prepayment Event, the Net Cash Proceeds of such Prepayment Event and (y) in the case of a Specified Merger Consideration Reduction, the aggregate principal Dollar amount of any such Specified Merger Consideration Reduction; provided that in the case of proceeds received by an Excluded Subsidiary of Holdings as a result of a Specified Asset Sale, subject to Section 6.11, the foregoing commitment reduction requirement shall be suspended until such time as such proceeds are distributed to Holdings, the Company or any Subsidiary of Holdings that is not an Excluded Subsidiary (and, in the case of joint ventures with unaffiliated third parties, to the applicable extent of Holdings’ direct or indirect Equity Interest therein). Each Lender’s Commitment shall be reduced pro rata by the amount of each appropriate Lender according such reduction. If such reductions result in the Commitments being reduced to its Pro Rata Share$0, all accrued fees shall be payable upon such reduction. (c) The Commitments shall automatically terminate on the Commitment Termination Date. All facility accrued fees accrued for shall be payable upon the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments pursuant to this clause (c). The Commitments shall automatically be paid on reduced to zero upon funding of the effective date of such terminationLoans.

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

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 Revolving Commitments; and the Tranche C Borrower mayprovided, upon notice to the Australian Sub-Agent and that, except as otherwise agreed by the Administrative AgentAgent in its sole discretion, 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. three (Central time), on the 3) Business Day immediately Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 $10,000,000 or any whole multiple of US$5,000,000 $1,000,000 in excess thereof, (iii) such the Borrower shall not terminate or reduce such the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such BorrowerRevolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Swing Line Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Swing Line the Letter of Credit Sublimit or Australian the 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 notice delivered by the Borrower pursuant to this Section 2.06(a) may state that such notice is conditioned upon the effectiveness of other transactions, 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. 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 Revolving 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) The Borrower may, upon notice to the Administrative Agent, terminate the Term Facility, or from time to time permanently reduce the Term Commitments under the Term Facility; provided, that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of such termination or reduction, 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 Term Lenders of any such notice of termination or reduction of the Term Commitments. Any notice delivered by the Borrower pursuant to this Section 2.06(b) may state that such notice is conditioned upon the effectiveness of other transactions, 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. Any reduction of the Term Facility shall be applied to the Term Commitment of each Term Lender according to its Applicable Percentage with respect to the Term Facility. All fees accrued until the effective date of any termination of the Term Facility shall be paid on the effective date of such termination. (c) The aggregate Term Commitments shall be automatically and permanently reduced to zero on the earlier to occur of (i) the date of the Term Borrowing, and (ii) 11:59 p.m. on the last day of the Availability Period for the Term Facility.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon notice delivered to the Administrative AgentAgent no later than 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction (or at least one Business Day in the case of a termination of the Original Revolving Commitments), to terminate or the Revolving Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to amount of the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Revolving Commitments; provided that (i) any no such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans or Swingline Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Revolving Extensions of Credit of any Revolving Lender would exceed the Aggregate Commitments applicable such Revolving Lender's Revolving Commitment. Any such reduction shall be in an amount equal to such Borrower$10,000,000, and (iv) if, after giving effect to any reduction or a whole multiple of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable$1,000,000 in excess thereof, shall be automatically reduced by reduce permanently the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Revolving Commitments then in effect and shall be applied to reduce the applicable Commitment Revolving Commitments of the Revolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each appropriate Lender according Revolving Lender. Each notice delivered by the Borrower pursuant to its Pro Rata Sharethis Section shall be irrevocable, provided that such notice may state that it is conditioned upon the Amendment No. All facility fees accrued for 2 Effective Date, the account effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the applicable consummation of a particular Disposition or, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower until (by notice to the Administrative Agent on or prior to the specified effective date date) if such condition is not satisfied. For the avoidance of any termination of the applicable Aggregate doubt, all Original Revolving Commitments shall be paid terminate on the effective date of such terminationAmendment No. 2 Effective Date.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers Company may, upon at least three Domestic Business Days’ notice to the Administrative AgentAgent at its New York Office, (i) terminate the Commitments at any time, if no Loans are outstanding at such time or (ii) ratably reduce from time to time permanently reduce by an aggregate amount of $10,000,000 or any larger multiple thereof, the Aggregate Tranche A Commitments; TCCI mayaggregate amount of the Commitments in excess of the Total Outstanding Amount. Promptly after receiving a notice pursuant to this Section, upon notice to the Administrative Agent, terminate Agent shall notify each Lender of the Aggregate Tranche B Commitmentscontents thereof. (b) The Commitments shall be reduced automatically in the event that the Company or any of its Subsidiaries shall at any time, or from time to time permanently reduce time, after the Aggregate Tranche B Commitments; date hereof (and whether before or after the Tranche C Borrower mayEffective Date) receive any net cash proceeds of any Reduction Event, upon notice by an amount equal to the Australian Sub-Agent and largest multiple of $5,000,000 which does not exceed the amount of such net cash proceeds. The reductions in the Commitments required by this subsection shall be effective on the fifth Business Day following receipt by the Company or any of its Subsidiaries, as the case may be, of such net cash proceeds. The Company shall notify the Administrative AgentAgent within two Business Days of receipt by it or a Subsidiary of net cash proceeds of a Reduction Event, terminate specifying the Aggregate Tranche C Commitmentsdate and amount thereof. (c) On the date of any reduction of the Commitments pursuant to this Section, the Borrowers shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment the aggregate outstanding principal amount of the Loans does not exceed the amount of the Commitments as then reduced. Within the foregoing limits of this subsection (c), each required payment or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice prepayment shall be received by made with respect to such outstanding Loans as the Applicable Borrowers may designate to the Administrative Agent not later less than 12:00 noon (Central time), on the three Business Day immediately Days prior to the date of termination required for such payment or reductionprepayment or, (ii) any failing 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, designation by 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 as 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 may specify by 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 terminationBorrowers.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon Revolving Commitments or the New DDTL Commitments hereunder may be permanently reduced in whole or in part by notice from the 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 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 thereof must be received by the Applicable Agent not later than 12:00 noon 11:00 a.m. at least five (Central time), on the 5) Business Day immediately Days prior to the date of termination reduction or reductiontermination; (b) any such prepayment shall be (i) in the case of the Revolving Commitments, in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (ii) any such partial reduction shall be in an aggregate the case of the New DDTL Commitments, in a minimum principal amount of US$$25,000,000 or any whole multiple and integral multiples of US$5,000,000 $10,000,000 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 (ivc) if, after giving effect the Revolving Commitments may not be reduced 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 excessRevolving Obligations then outstanding. The Administrative Agent will promptly notify give prompt notice to the applicable Lenders of any such notice of termination or reduction of the Aggregate in such 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 ShareCredit Percentage thereof, and any reduction of the Aggregate New DDTL Commitments shall be applied to the New DDTL Commitment of each New DDTL Lender according to its Credit Percentage thereof. All facility applicable commitment or other fees accrued for the account of the applicable Borrower until the effective date of any reduction or termination of the applicable Aggregate Revolving Commitments or the Aggregate New DDTL Commitments shall be paid on the effective date of such reduction or termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayshall have the right, upon not less than four Business Days’ notice to the Administrative Agent, to terminate or the Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A amount of the Commitments; TCCI mayprovided, upon notice to that so long as any Original Tranche Commitments shall be in effect, the Administrative Agent, Borrowers shall not 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 Commitments of either Class unless they shall simultaneously ratably reduce the Aggregate Tranche C Commitments; provided that (i) any Commitments of the other Class. 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 amount equal to $5,000,000 or a whole multiple thereof and shall reduce permanently the Commitments then in effect. (b) In the event and on each occasion that any Net Cash Proceeds received by or on behalf of the Company, the Additional Borrower or any other Subsidiary in respect of any Prepayment Event are required to be applied to prepay the Loans pursuant to subsection 2.5(b) or (c), the Commitments then in effect shall be reduced permanently, on the day such prepayment of the Loans is required pursuant to subsection 2.5(b) or (c), 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 equal 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 excessrequired prepayment. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to made ratably between the applicable Commitment Classes of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for Commitments. (c) On the account Restatement Effective Date, the aggregate Extended Tranche Commitments of the applicable Borrower until the effective date Extended Tranche Lenders shall be reduced permanently in an aggregate amount equal to $30,000,000. Such reduction of any termination of the applicable Aggregate Extended Tranche Commitments shall be paid on made ratably among the effective date Extended Tranche Lenders according to the respective Extended Tranche Commitment Percentages of such terminationthe Extended Tranche Lenders.

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 1:002:00 p.m. three Business Day immediately Days prior to the date of termination or reductionreduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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, 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable to such BorrowerL/C Issuer(s) for, all outstanding Letters of Credit, 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 excessthere are no outstanding L/C Borrowings. 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.

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 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 reductionreduction (provided that a notice of termination of the Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be extended or revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), (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 Company 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 (except to the extent that such Borrower, and (iv) if, after giving effect to any reduction of excess is Cash Collateralized in accordance with 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 excessterms hereof). The Administrative Agent will promptly notify the Lenders Participating Banks 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 Participating Bank according to its Pro Rata ShareApplicable Percentage. At any time prior to the Maturity Date, the Company may also, upon notice to the Administrative Agent, increase the amount of the Commitment following such reduction, so long as the amount of the Commitment does not exceed $500,000,000. 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 not less than three Business Days’ prior written notice to the Administrative AgentAgent (which written notice the Administrative Agent will promptly transmit by telefacsimile or other electronic means to each applicable Delayed Lender holding Delayed Draw Commitments), terminate or at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Aggregate Tranche A Delayed Draw Commitments; TCCI may, upon provided that any such partial reduction of the Delayed Draw Commitments shall be in integral multiples of $1,000,000. (b) The Borrower’s notice to the Administrative Agent, terminate Agent shall designate 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 date (i) any such notice which shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the a Business Day immediately prior to the date Day) of such 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 Commitmentsany partial reduction, and 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 Delayed Draw A Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Delayed Draw A Commitment of each Delayed Draw Lender proportionately to its Delayed Draw Pro Rata Share thereof. (c) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Aggregate Delayed Draw B Commitments shall be applied to effective on the applicable date specified in the Borrower’s notice and shall reduce the Delayed Draw B Commitment of each appropriate Delayed Draw Lender according proportionately to its Delayed Draw 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 terminationShare thereof.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon notice Any unused Construction Loan Commitments shall be automatically and permanently terminated on the earlier to occur of 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; Conversion Date and the Tranche C Borrower mayConversion Date Certain, 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, each case after giving effect to any reduction all Construction Loans, if any, to be made on such day. (b) Any unused Term Loan Commitments shall be automatically and permanently terminated on the earlier to occur of the Aggregate Conversion Date and the Conversion Date Certain, in each case after giving effect to all Term Loans, if any, to be made on such day. (c) The Construction Loan Commitments, the Swing Line Sublimit Term Loan Commitments and the Working Capital Loan Commitments shall be automatically and permanently terminated in full, and any amounts on deposit in or standing to the Australian Swing Line Sublimit exceeds credit of the Escrow Account shall be released and reimbursed to the Tranche B Lenders, if the First Escrow Release Date has not occurred on or before December 31, 2007. (d) If each of the In-Progress Plant 1 Construction Loan Funding Date and the In-Progress Plant 2 Construction Loan Funding Date has not occurred on or before December 31, 2007 or, if earlier, either of ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ is released pursuant to Section 7.04 (Release of Borrower), all unused Construction Loan Commitments, all Term Loan Commitments (other than an amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, Term Loan Commitments equal to any Construction Loans then outstanding) and all unused Working Capital Loan Commitments (other than the Working Capital Plant Commitment for any Plant whose Loans have been funded) shall be automatically reduced by and permanently terminated in full and all funds on deposit in or standing to the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction credit of the Aggregate Commitments. Any reduction of Escrow Account shall be released and reimbursed to the Aggregate Tranche B Lenders. (e) In the event that any Plant achieves its Commercial Operation Date and fails to meet such Plant's Performance Guarantee, both the Construction Loan Commitments for such Plant and the Term Loan Commitments shall be applied to automatically and permanently reduced on the Commercial Operation Date for such Plant in the amounts required in accordance with Schedule 2.08(e). (f) The Working Capital Loan Commitments shall be automatically and permanently terminated on the applicable Commitment Working Capital Maturity Date (with respect to each applicable Working Capital Lender). (g) In the event of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account any prepayment of the applicable Borrower until the effective date of Construction Loans pursuant to Section 3.09 (Optional Prepayment) or Section 3.10 (Mandatory Prepayment), or any termination of Construction Loan Commitments pursuant to Section 2.08(j), the applicable Aggregate Term Loan Commitments shall be paid on automatically and permanently reduced in an amount equal to such prepayment. (h) In the effective date event that all Construction Loan Commitments and Term Loan Commitments have been cancelled or terminated in full and all outstanding Construction Loans and Term Loans have been repaid in full, the Working Capital Loan Commitments of each Working Capital Lender shall be automatically and permanently terminated in full upon written notice of such terminationWorking Capital Lender delivered to the Administrative Agent and the Borrowers' Agent within ninety (90) days following such occurrence. (i) Any unused Construction Loan Commitments, Term Loan Commitments and Working Capital Loan Commitments shall be terminated, and any amounts on deposit in or standing to the credit of the Escrow Account shall be released and reimbursed to the Tranche B Lenders, upon the occurrence of an Event of Default if and to the extent required pursuant to Section 9.02 (

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, VOLUNTARY TERMINATION OR REDUCTIONS. At the Borrower's option and upon at least three Domestic Business Days' prior irrevocable notice to the Administrative Agent, the Borrower may (i) terminate the Commitments, the Swing Line Commitment and the Letter of Credit Commitment, at any time, or from time to time (ii) permanently reduce the Aggregate Tranche A Commitments; TCCI mayCommitment Amount, upon notice to the Administrative AgentSwing Line Commitment or the Letter of Credit Commitment, terminate the Aggregate Tranche B Commitments, or in part at any time and from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower maytime, 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 PROVIDED that (i1) 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 each such partial reduction shall be in an aggregate amount equal to at least (A) in the case of US$25,000,000 the Aggregate Commitment Amount $10,000,000 or any whole an integral multiple of US$5,000,000 $1,000,000 in excess thereof, (iiiB) such Borrower shall not terminate in the case of the Swing Line Commitment, $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 Borroweran integral multiple of $1,000,000 in excess thereof, and (ivC) ifin the case of the Letter of Credit Commitment, $1,000,000, or an integral multiple of $1,000,000 in excess thereof, and (2) immediately after giving effect to any reduction each such reduction, (A) the Aggregate Commitment Amount shall equal or exceed the Aggregate Credit Exposure, (B) the Swing Line Commitment shall equal or exceed the aggregate outstanding principal balance of all Swing Line Loans and (C) the Letter of Credit Commitment shall equal or exceed the Letter of Credit Exposure of all Lenders, and PROVIDED FURTHER that a notice of termination of the Aggregate Commitments, the Swing Line Sublimit or Commitment and the Australian Swing Line Sublimit exceeds the amount Letter of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced Credit Commitment delivered by the amount Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (such excess. The notice to specify the proposed effective date), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent will promptly notify on or prior to such specified effective date) if such condition is not satisfied and the Borrower shall indemnify 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 terminationin accordance with Section 3.5.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from may at any 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, Revolving Commitments 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)payment in full of all outstanding Loans, on the Business Day immediately prior to the date of termination or reductiontogether with accrued and unpaid interest thereon, (ii) any the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such partial reduction shall be in an aggregate amount Letter of US$25,000,000 or any whole multiple Credit, the furnishing to the Administrative Agent of US$5,000,000 in excess thereofa cash deposit as required by Section 2.07(c)), (iii) such Borrower shall not terminate the payment in full of all accrued and unpaid fees, including any applicable termination or reduce such Aggregate Commitments if, after giving effect thereto other fees set forth in the Fee Letter and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrowerpayments required under Section 2.17, and (iv) if, after giving effect to any reduction the payment in full 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. all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Administrative Agent will promptly Borrower shall notify the Lenders Administrative Agent of any such notice of termination or reduction of election to terminate the Aggregate Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied under Section 2.10(b) at least three (3) Business Days prior 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, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.10(d) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Revolving Commitments shall be permanent.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon notice delivered to the Administrative AgentAgent no later than 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction (or at least one Business Day in the case of a termination of the Original Revolving Commitments), to terminate or the Revolving Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to amount of the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Revolving Commitments; provided that (i) any no such notice shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans or Swingline Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Revolving Extensions of Credit of any Revolving Lender would exceed the Aggregate Commitments applicable such Revolving Lender's Revolving Commitment. Any such reduction shall be in an amount equal to such Borrower$10,000,000, and (iv) if, after giving effect to any reduction or a whole multiple of the Aggregate Commitments, the Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable$1,000,000 in excess thereof, shall be automatically reduced by reduce permanently the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Revolving Commitments then in effect and shall be applied to reduce the applicable Commitment Revolving Commitments of the Revolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each appropriate Lender according Revolving Lender. Each notice delivered by the Borrower pursuant 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 this Section shall be paid irrevocable, provided that such notice may state that it is conditioned upon the Amendment No. 2 Effective Date, the effectiveness of other credit facilities (including under this Agreement), the consummation of a particular Disposition or the occurrence of a change of control, 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 of date) if such terminationcondition is not satisfied. For the -42- (b) [Reserved].

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments, Refinancing Commitments, Extended Revolving Credit Commitments or Commitments with respect to Extended Term Loans shall terminate as provided in the related Incremental Loan Assumption Agreement, Refinancing Amendment or Extension Amendment, as applicable. The 2024 Incremental Term Loan Commitment shall automatically terminate upon the funding of the 2024 Incremental Term Loan on the 2024 Incremental Effective Date. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate or from the Borrower may at any time to time in whole permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time in part permanently reduce reduce, the Aggregate Tranche B Commitmentsunused Commitments of any Class; and the Tranche C Borrower mayprovided, upon notice to the Australian Sub-Agent and the Administrative Agenthowever, 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 each partial reduction of Commitments shall be in an aggregate integral multiple of $1,000,000 and in a minimum amount of US$25,000,000 $5,000,000 (or any whole multiple of US$5,000,000 in excess thereof, (iiisuch lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) 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 (ivii) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Swing Line Letter of Credit Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Participating Revolving Credit 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 Except as provided in the Lenders immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) Upon any reduction of unused Commitments of any Class, the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Shareof such Class, and, other than a termination of such Commitment in full, the 2025 Revolving Credit Commitments and the 2027 Revolving Credit Commitments, shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All facility Any commitment fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. (d) On the 2025 Revolving Facility Maturity Date with respect to the 2025 Revolving Credit Commitments, any L/C Advances or any participations in Swing Line Loans shall be deemed to be outstanding with respect to (and reallocated under) the 2027 Revolving Credit Commitments and the Pro Rata Shares of the Revolving Credit Lenders shall be determined to give effect to the termination of the 2025 Revolving Credit Commitments (in each case, so long as after giving effect to such reallocation, the Revolving Credit Exposure of each 2027 Revolving Credit Lender does not exceed such ▇▇▇▇▇▇’s 2027 Revolving Credit Commitment). On and after the 2025 Revolving Facility Maturity Date, the 2027 Revolving Credit Lenders will be required, in accordance with their Pro Rata Shares to fund L/C Advances pursuant to Section 2.26(c) in respect of Unreimbursed Amounts, in each case, arising on or after such date, regardless of whether any Default existed on the 2025 Revolving Facility Maturity Date; provided that the Revolving Credit Exposure of each 2027 Revolving Credit Lender does not exceed such 2027 Revolving Credit Lender’s Revolving Credit Commitment.

Termination or Reduction of Commitments. (a) The Tranche A Term B-23 Loan Commitment of each Term B-23 Loan Lender shall terminate in its entirety on the Amendment No. 37 Effective Date (after giving effect to the incurrence of the Term B-23 Loans on such date). The Delayed Draw Commitment of each Delayed Draw Lender shall automatically terminate in its entirety on the Delayed Draw Termination Date (after giving effect to the incurrence of the Term A-1 Loans on such date, if applicable). The Company may at any time terminate, or from time to time reduce, the Delayed Draw Commitments on a pro rata basis upon three Business Days irrevocable notice to the Administrative Agent; provided that each reduction of the Delayed Draw Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000; provided, further, that such notice may state that it is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be rescinded by the Borrowers mayif such condition is not satisfied. Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Termination Date. (b) Upon at least three Business Days’ prior irrevocable written (provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice) or telecopy notice to the Administrative Agent, terminate or from the Company (on behalf of all the Borrowers) may at any time to time in whole permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time in part permanently reduce reduce, the Aggregate Tranche B Total Revolving Credit Commitments; and the Tranche C Borrower mayprovided, upon notice to the Australian Sub-Agent and the Administrative Agenthowever, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice each partial reduction of the Total Revolving Credit Commitments shall be received by in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Applicable Total Revolving Credit Commitments to an amount less than the sum of (x) the aggregate outstanding principal amount (or Assigned Dollar Value, in the case of Revolving Credit Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans and (y) the L/C Obligations outstanding at such time. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Revolving Credit Lenders thereof), it being understood that such termination will not later than 12:00 noon be deemed to be a waiver or release of any claim any of the Borrowers or the Administrative Agent may have against such Defaulting Lender. (Central timec) Subject to the last sentence of Section 2.10(b) and to Section 2.25, any reduction in the Total Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. Subject to the last sentence of Section 2.09(a), the Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the Business Day immediately prior to the date of each termination or reduction, (ii) any such partial reduction shall be in an aggregate the Commitment Fees on the amount of US$25,000,000 the Revolving Credit Commitments so terminated or reduced accrued to but not including the date of such termination or reduction. (d) A Revolving Credit Commitment terminated or reduced under this Section 2.10 may not be reinstated. (e) On the fifth Business Day following the receipt of the Net Cash Proceeds of any whole multiple Specified Disposition (or, if earlier, the date on which any prepayment of US$5,000,000 in excess thereof, (iii) the Term Loans is made with respect to such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and Specified Disposition pursuant to any concurrent prepayments hereunderSection 2.12(b)), the Total Outstandings applicable Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such Borrower would exceed purposes that the Aggregate Total Revolving Credit Commitments applicable to such Borrowerwere fully used and, and (iv) iffor the avoidance of doubt, after giving effect to any reduction prepayment of the Aggregate CommitmentsTerm Loans made in connection with such Specified Disposition pursuant to Section 2.12(b) and any other prepayment, the Swing Line Sublimit redemption, repurchase, defeasance or the Australian Swing Line Sublimit exceeds the discharge of any Indebtedness made in connection with such Specified Disposition), to be not greater than 2.50:1.00. The amount of the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.10(e) shall be automatically reduced determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such excess. The mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent will promptly notify not later than the fifth Business Day following the receipt of the Net Cash Proceeds of the applicable Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Disposition pursuant to Section 2.12(b)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such notice of termination or required mandatory reduction of the Aggregate Total Revolving Credit Commitments. Any The provisions of Section 2.10(c) and 2.12(e) shall apply to any such mandatory reduction of the Aggregate Total Revolving Credit Commitments. (f) On the fifth Business Day following the consummation of any Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Distribution pursuant to Section 2.12(c)), the Total Revolving Credit Commitments shall be applied automatically and permanently reduced (without further action on the part of any Person) to the applicable Commitment extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of each appropriate Lender according to its Pro Rata Share. All facility fees accrued the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the account avoidance of doubt, after giving effect to any prepayment of the applicable Borrower until the effective date Term Loans made substantially simultaneously in connection with such Specified Distribution pursuant to Section 2.12(c) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Distribution), to be not greater than 2.50:1.00. The amount of any required mandatory termination of the applicable Aggregate Total Revolving Credit Commitments pursuant to this Section 2.12(f) shall be paid on determined in good faith by the effective date Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such terminationmandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than the fifth Business Day following the occurrence of the Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Distribution pursuant to Section 2.12(c)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) shall apply to any such mandatory reduction of the Total Revolving Credit Commitments.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayInitial Term Loan Commitments shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Closing Date. The Delayed Term Loan Commitments shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Delayed Termination Date. (b) Notwithstanding any other provision of this Agreement, each Revolving Credit Lender's Revolving Credit Commitment shall automatically be permanently reduced on September 30 of each calendar year (except with respect to 2006, during which there will be one reduction on Revolving Credit Termination Date in an amount equal to the lesser of the amount set forth below opposite the year 2006 and the Revolving Credit Commitments in effect at such time) by the product of (x) the amount set forth opposite such calendar year and (y) such Lender's Revolving Credit Percentage: Year Amount ---- ------ 2001 $ 2,000,000 2002 $ 2,000,000 2003 $ 4,000,000 2004 $ 4,000,000 2005 $ 8,000,000 2006 $20,000,000 If at the time of any mandatory reduction of the Revolving Credit Commitments pursuant to this subsection 2.7(b), the aggregate principal amount of the Revolving Credit Loans, Swingline Loans and Letters of Credit then outstanding exceeds the Revolving Credit Commitments as so reduced on such date, the Borrower shall on such date prepay the Revolving Credit Loans and Swingline Lines (and to the extent necessary cash collateralize any outstanding Letters of Credit) in the amount of such excess, together with accrued interest thereon to the date of payment. (c) The Borrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Revolving Credit Commitments or the Delayed Term Loan Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to amount of the Administrative Agent, terminate Revolving Credit Commitments or the Aggregate Tranche B Delayed Term Loan Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any no such notice termination or reduction with respect to Revolving Credit Commitments shall be received by the Applicable Agent not later than 12:00 noon (Central time), on the Business Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of US$25,000,000 or any whole multiple of US$5,000,000 in excess thereof, (iii) such Borrower shall not terminate or reduce such Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Swingline Loans and the Revolving Credit Loans made on the effective date thereof, the Total Outstandings applicable to such Borrower Revolving Extensions of Credit would exceed the Aggregate Revolving Credit Commitments applicable then in effect. Any reduction pursuant to such Borrowerthis subsection 2.7(c) shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof, and (iv) if, after giving effect to any reduction of shall reduce permanently the Aggregate Commitments, the Swing Line Sublimit Revolving Credit Commitments or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Delayed Term Loan Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by then in effect. Upon receipt of any notice pursuant to this subsection 2.7(c), the amount of such excess. The Administrative Agent will shall promptly notify each Committed Term Loan Lender or each Revolving Credit Lender and the Lenders of any such notice of termination or reduction Swingline Lender, as applicable, 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 terminationcontents thereof).

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayUnless previously terminated, upon notice the Commitments shall terminate at 5:00 p.m., New York City time, on the Availability Termination Date. (b) On the date of each Loan of any Class made by any Lender, such Lender's Commitment of such Class shall be reduced by an amount equal to such Loan. (c) In the event that a prepayment of Loans would be required pursuant to paragraph (b), (c), (d) or (e) of Section 2.03, the Commitments then in effect shall be reduced as and to the Administrative Agent, terminate or from extent required by Section 2.03. (d) The Borrower may at any time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitmentsterminate, or from time to time permanently reduce reduce, the Aggregate Tranche B Commitments; and the Tranche C Borrower may, Commitments upon at least three Business Days notice to the Australian Sub-Agent and the Administrative AgentAgents; PROVIDED that, terminate the Aggregate Tranche C Commitments, or from time prior 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, 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 ifunless, after giving effect thereto and to any concurrent prepayments hereunderrepayment of Loans, there will not be any Commitments in effect and there will not be any Loans outstanding), the Total Outstandings applicable Borrower shall demonstrate, to the reasonable satisfaction of the Requisite Lenders, either (i) availability of alternative funds on a dollar-for-dollar basis and on terms reasonably satisfactory to the Requisite Lenders or (ii) that after giving effect to such Borrower would exceed termination or reduction, there shall be sufficient Commitments (or other alternative funds available on terms reasonably satisfactory to the Aggregate Commitments applicable Requisite Lenders) to finance the build-out and operation of the Project in a manner that will enable Holdings to comply with the covenants contained in Sections 6.16 through 6.25 at all times during the period from the date of such Borrower, and (iv) iftermination or reduction until the Maturity Date; PROVIDED FURTHER that, after giving effect to such reduction or termination, there shall be sufficient Commitments under each Participating Credit Agreement for the payment of any Supplier Manufactured Items which have been ordered under the applicable Supply Contract and for which the applicable Supplier has not yet been paid; PROVIDED FURTHER that each 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, less than all remaining Commitments pursuant to this paragraph (d) shall be automatically reduced by in an amount that is an integral multiple of $1,000,000 and not less than $3,000,000. The Borrower shall not have the amount right optionally to terminate or reduce any Commitments except as provided herein. (e) The Borrower shall notify the Administrative Agents of any election to terminate or reduce the Commitments of any Class under paragraph (d) of this Section at least three Business Days prior to the effective date of such excesstermination or reduction, specifying such election and the effective date thereof. The Administrative Agent will promptly notify the Lenders Promptly following receipt of any such notice, each Administrative Agent shall advise the Lenders in its Lender Group of the contents thereof. Each notice of delivered by the Borrower pursuant to this Section shall be irrevocable. Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction or termination of the Aggregate Commitments pursuant to paragraph (c) of this Section shall be applied as provided in Section 2.03(g). Each reduction or termination of the Commitments pursuant to paragraph (d) of this Section shall be applied to the applicable Commitment all Commitments of each appropriate Lender according Class under all Participating Credit Agreements then in effect ratably; PROVIDED that the Borrower may elect to its Pro Rata Share. All facility fees accrued for terminate or reduce Commitments under a Participating Credit Agreement (without terminating or ratably reducing other Commitments) if Holdings and the account Borrower certify to the Administrative Agents under the other Participating Credit Agreements that such termination or reduction reflects anticipated reduced purchases under and in accordance with the related Supply Contract and otherwise in accordance with paragraph (d) 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 terminationthis Section.

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 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 Ten Million Dollars ($10,000,000) or any whole multiple of US$5,000,000 One Million Dollars ($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 BorrowerCommitments, 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, shall be automatically reduced by the amount of such excess. Any notice of termination delivered pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. 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.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate or the Revolving Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to 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 CommitmentsMaximum Revolving Advance Amount; provided that (i) any no such notice termination of Revolving Commitments or reduction of the Maximum Revolving Advance Amount 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, permitted 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 Revolving Advances and 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 Loans made on the effective date thereof, (i) the aggregate amount of Revolving Advances, Swing Loans and the Maximum Undrawn Amount of all Letters of Credit would exceed the aggregate Revolving Commitments of all Lenders or (ii) the Maximum Revolving Advance Amount would be less than $1,000,000. Any such reduction shall be in an amount equal to $250,000, or a whole multiple of $50,000 in excess thereof (or such lesser amounts outstanding), and shall reduce permanently (A) on a pro rata basis the Revolving Commitments then in effect and (B) on a pro rata basis (as between the Maximum Revolving Advance Amount and the Letter of Credit Sublimit), the Letter of Credit Sublimit; provided, that, any such reduction shall be in a whole multiple of $100,000 (or such lesser amount outstanding); provided further that, if a LIBOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, unless waived by the Agent in its sole discretion, the Borrower shall also pay any amounts owing pursuant to Section 2.2(g); provided, however, except in the case of a prepayment in full of the Obligations, that any such prepayment shall be applied first to outstanding Domestic Rate Loans and the remainder thereafter applied to prepay the LIBOR Rate Loan (such application to LIBOR Rate Loans with Interest Periods expiring on a date or dates nearest the date of such terminationprepayment); and provided further that in connection with any such reduction or termination the Borrower shall pay the applicable Prepayment Premium (if any).

Termination or Reduction of Commitments. (a) The Tranche A Borrowers mayBorrower shall have the right, upon not less than five Business Days' notice to the Administrative Agent, to terminate or the Commitments or, from time to time permanently time, to reduce the Aggregate Tranche A amount of the 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 equal to $100,000 or a whole multiple thereof and shall reduce permanently the Commitments then in effect. (b) On the last day of US$25,000,000 each March, June, September and December to occur during each of the calendar years set forth below, the Commitment of each Lender shall be reduced by such 18 Lender's Commitment Percentage of one-fourth (or, in the case of 2001, all) of the amount set forth below opposite such calendar year: Year Amount ---- ------ 1998 $ 4,000,000 1999 $ 8,000,000 2000 $10,000,000 2001 $13,000,000 (c) In the event that the Borrower or any whole multiple of US$5,000,000 in excess thereofits Restricted Subsidiaries shall receive any Net Proceeds from (i) a Permitted Disposition, (ii) the removal of any sign (whether as a result of condemnation proceedings or otherwise), (iii) such Borrower shall not terminate or reduce such Aggregate Commitments if, after giving effect thereto and any insurance policy covering any loss with respect to any concurrent prepayments hereunderof its property, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments applicable to such Borrower, and plant or equipment or (iv) if, after giving effect to any reduction of the Aggregate Commitmentslitigation, 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, Commitments shall be automatically reduced on the date of receipt thereof by an amount equal to such Net Proceeds, provided, that if on or before such date the Borrower shall deliver to the Agent a certificate stating that the Borrower intends to utilize such proceeds to acquire new signs or other assets or to repair any property, plant or equipment with respect to which an insured loss shall have occurred or to replace any removed sign, then the Borrower may do so and the Commitments shall be automatically reduced on the date which is one year following the date of receipt thereof by the amount portion of such excess. The Administrative Agent will promptly notify the Lenders Net Proceeds, if any, not utilized within such one-year period to acquire new signs or other assets or to repair any property, plant or equipment with respect to which an insured loss shall have occurred or to replace any removed sign, provided, however, that, if a Default or Event of Default shall occur during such one-year period on or before any portion of any such notice Net Proceeds shall be so utilized, the Commitments shall (provided that such Default or Event of termination or reduction Default shall be then continuing) be automatically reduced by an amount equal to such unutilized portion on the date on which the Agent shall so notify the Borrower. (d) If the Leverage Ratio as of the Aggregate Commitments. Any reduction last day of any fiscal year, commencing with the fiscal year ending December 31, 1998, is equal to or greater than 4.5 to 1.0, then on the earlier of (i) the date of delivery of the Aggregate audited financial statements for such fiscal year pursuant to subsection 5.1(a) and (ii) March 31 of the succeeding calendar year, the Commitments shall be applied reduced automatically by an amount equal to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account 50% of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of Excess Cash Flow for such terminationfiscal year.

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 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 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 CommitmentsCommitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments shall be applied to Commitments, the applicable Commitment of each appropriate Lender according to its Pro Rata Shareshall be reduced by such Lender’s Applicable Percentage of such reduction amount. 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. Any such notice of termination or reduction of commitments pursuant to this Section 2.06 may state that it is conditioned upon the occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

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

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 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 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 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; provided, any notice of termination of the Aggregate Commitments given by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Borrower (by notice to the 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 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) If the Initial Funding Date has not occurred on or prior to the date that is ninety (90) days following the Closing Date, the Aggregate Commitments shall be automatically terminated on the ninety-first (91st) day following the Closing Date.