Common use of Termination or Reduction Clause in Contracts

Termination or Reduction. (a) Unless previously terminated, (i) the Delayed Draw Term A Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition and (y) 5:00 p.m., Chicago time, on the date that is the first anniversary of the Acquisition Closing Date; (ii) the Term B Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition, (y) the making of the Term B Loans on the Acquisition Closing Date and (z) 5:00 p.m., Chicago time, on the Acquisition Closing Date, (iii) the Revolving Credit Commitments shall terminate and be reduced to zero on the Revolving Termination Date and (iv) the Replacement Term A Commitments shall terminate upon the making of the Replacement Term A Loans on the Replacement Facilities Effective Date. For the avoidance of doubt, the Commitments in respect of any Term Facility shall be permanently reduced by the amount of any Term Loans made thereunder. (b) The Company may permanently reduce any Class of Commitments, in whole or in part, ratably among the Lenders thereunder in, if less than all such Commitments, integral multiples of $10,000,000, in each case upon at least three Business Days’ irrevocable written notice to the Administrative Agent, and which notice shall specify the amount of any such reduction, provided, however, that (i) the Aggregate Revolving Credit Commitments may not be reduced below the Aggregate Revolving Credit Outstandings of all Lenders and (ii) a notice of termination of Commitments may state that such notice 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 notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. In addition, all accrued and unpaid commitment and ticking fees under a Class of Commitments shall be payable on the effective date of any termination of such Class of Commitments. (c) Notwithstanding anything to the contrary in this Agreement, if on any date prior to the Acquisition Closing Date the Company or its Restricted Subsidiaries (for the avoidance of doubt, excluding the Target and its Subsidiaries) receive proceeds that would, if received on or after the Acquisition Closing Date, otherwise have required a prepayment of Term B Loans under Sections 2.6.5 (such proceeds, the “Pre-Closing Sweep Amounts”), the Company shall (x) segregate such Pre-Closing Sweep Amounts in an account to facilitate reducing Advances to be made under the Term B Facility by using the Pre-Closing Sweep Amounts in lieu thereof, and (y) take commercially reasonable efforts to place such Pre-Closing Sweep Amounts into escrow for application to Certain Funds Purposes and obtain the approval of its financial advisor to ratably reduce the Term B Commitments by the amount of the escrowed Pre-Closing Sweep Amounts. For the avoidance of doubt, the amount of Pre-Closing Sweep Amounts shall be calculated under the assumptions that no Term A Loans are outstanding, the full amount of Term B Loans were funded on the Acquisition Closing Date and are outstanding and that there are no Declining Lenders. (d) Notwithstanding anything to the contrary in this Agreement, the Term B Commitments shall be ratably reduced by the aggregate amount of any Escrow Term Loans that the Company and any of its Subsidiaries (including, for the avoidance of doubt, any Unrestricted Subsidiary) shall have borrowed and funded into escrow prior to the Acquisition Closing Date (provided that the conditions to release from escrow are no more restrictive than the conditions to funding the Term B Loans set forth in Section 4.3).

Termination or Reduction. (a) Unless previously terminated, (i) the Delayed Draw Term A Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition and (y) 5:00 p.m., Chicago time, on the date that is the first anniversary of the Acquisition Closing Date; (ii) the Term B Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition, (y) the making of the Term B Initial Bridge Loans on the Acquisition Closing Date and (z) 5:00 p.m., Chicago time, on the Acquisition Closing Date, (iii) the Revolving Credit Commitments shall terminate and be reduced to zero on the Revolving Termination Date and (iv) the Replacement Term A Commitments shall terminate upon the making of the Replacement Term A Loans on the Replacement Facilities Effective Date. For the avoidance of doubt, the Commitments in respect of any Term Facility shall be permanently reduced by the amount of any Term Loans made thereunder. (b) The Company may permanently reduce any Class of the Commitments, in whole or in part, ratably among the Lenders thereunder in, if less than all such Commitments, integral multiples of $10,000,000, in each case upon at least three Business Days’ irrevocable written notice to the Administrative Agent, and which notice shall specify the amount of any such reduction, ; provided, however, that (i) the Aggregate Revolving Credit Commitments may not be reduced below the Aggregate Revolving Credit Outstandings of all Lenders and (ii) a notice of termination of Commitments may state that such notice 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 notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. In addition, all accrued and unpaid commitment and ticking fees under a Class of any Commitments shall be payable on the effective date of any termination of such Class of Commitments. (c) Notwithstanding anything to the contrary in this Agreement, if on any date on or prior to the Acquisition Closing Date the Company or its Restricted Subsidiaries (for the avoidance of doubt, excluding the Target and its Subsidiaries) receive proceeds that would, if received on or after the Acquisition Closing Date, otherwise have required a prepayment of Term B Initial Bridge Loans under Sections 2.6.5 Section 2.6.2 (such proceeds, the “Pre-Closing Sweep Amounts”), the Company shall (x) segregate such Pre-Closing Sweep Amounts in an account to facilitate reducing Advances to be made under the Term B Bridge Facility by using the Pre-Closing Sweep Amounts in lieu thereof, ; provided that the Bridge Facility shall not be drawn in an amount less than $250,000,000 (unless the drawn amount is zero) as a result of this clause (x) and (y) take commercially reasonable efforts to place such Pre-Closing Sweep Amounts into escrow for application to Certain Funds Purposes and obtain the approval of its financial advisor to ratably reduce the Term B Commitments by such escrowed amount; provided that the amount Commitments shall not be reduced below $250,000,000 as a result of the escrowed Pre-Closing Sweep Amountsthis clause (y) unless they are reduced to zero. For the avoidance of doubt, in determining if a drawing or Commitment, as applicable, can be reduced to zero pursuant to the amount preceding sentence, amounts that previously did not reduce potential draws or Commitments because of Pre-Closing Sweep Amounts the restriction on reducing such amounts below $250,000,000 shall be calculated under the assumptions that no Term A Loans are outstanding, the full amount of Term B Loans were funded on the Acquisition Closing Date and are outstanding and that there are no Declining Lendersaggregated with any such subsequently received amounts. (d) Notwithstanding anything to the contrary in this Agreement, the Term B Commitments shall be automatically and ratably reduced by the aggregate amount of any Escrow Term Loans Net Cash Proceeds that the Company and any of its Subsidiaries (including, for the avoidance of doubt, any Unrestricted Subsidiary) shall have borrowed and funded received from the issuance (including into escrow prior to the Acquisition Closing Date (provided that the conditions to release from escrow are no more restrictive than the conditions to funding the Term B Initial Bridge Loans set forth in Section 4.3)4.2) of any New Senior Unsecured Notes issued on or prior to the Acquisition Closing Date.

Termination or Reduction. (a) Unless previously terminated, (i) the Delayed Draw Term A Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition and (y) 5:00 p.m., Chicago time, on the date that is the first anniversary of the Acquisition Closing Date; (ii) the Term B Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition, (y) the making of the Term B Loans on the Acquisition Closing Date and (z) 5:00 p.m., Chicago time, on the Acquisition Closing Date, (iii) the Revolving Credit Commitments shall terminate and be reduced to zero on the Revolving Termination Date and (iv) the Replacement Term A Commitments shall terminate upon the making of the Replacement Term A Loans on the Replacement Facilities Effective Date. For the avoidance of doubt, the Commitments in respect of any Term Facility shall be permanently reduced by the amount of any Term Loans made thereunder. (b) The Company may permanently reduce at any Class of Commitmentstime after the date hereof cancel the Aggregate Commitment, in whole whole, or in parta minimum aggregate amount of $25,000,000 and in integral multiples of $1,000,000 if in excess thereof, ratably among the Lenders thereunder in, if less than all such Commitments, integral multiples of $10,000,000, in each case upon at least three Business Days’ irrevocable ' prior written notice to the Administrative Agent, and which notice shall specify the amount of any such reduction, ; provided, however, no such notice of cancellation shall be effective to the extent that (i) it would reduce the Aggregate Revolving Credit Commitments Commitment to an amount which would be less than the outstanding principal amount of Loans outstanding at the time such cancellation is to take effect. The Aggregate Commitment once reduced as provided in this Section 2.5.11(i) may not only be reduced below reinstated as specifically provided in Section 2.5.11(ii) below. If (x) any Lender notifies the Aggregate Revolving Credit Outstandings of all Lenders and Company in accordance with Section 2.5.15, (iiy) a notice of termination of Commitments may state Borrower reasonably determines that such notice it is conditioned upon or will be required to make any additional payment to any Lender under Section 3.1, 3.2 or 3.3 or (z) any Lender refuses a Borrower's request pursuant to Section 6.2 to consent to fund an Acquisition other than a Friendly Acquisition, then the effectiveness of other credit facilitiesCompany may, incurrence of other Indebtedness, at any time thereafter (provided that no Default or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked (Unmatured Default then exists and no satisfactory solution has been reached pursuant to Section 3.6) and by not less than five Business Days' prior written notice to the Administrative Agent on or prior Agent, cancel such Lender's Commitment, whereupon such Lender shall cease to the specified effective date) if such condition is not satisfied. In addition, all accrued be obliged to make further Loans hereunder and unpaid commitment and ticking fees under a Class of Commitments its Commitment shall be payable on the effective date of any reduced to zero. Upon termination of such Class of Commitments. (c) Notwithstanding anything Lender's Commitment, each applicable Borrower shall, subject to the contrary last sentence of this subparagraph (i), pay all outstanding Obligations owing to such Lender. Any notice of cancellation given pursuant to this Section 2.5.11 shall be irrevocable and shall specify the date upon which such cancellation is to take effect. Notwithstanding any such cancellation, the obligations of the Company under Sections 3.1, 3.2, 3.3 and 10.6 shall survive any such cancellation and be enforceable by such Lender. In any case described in this Agreementclauses (i)(x) through (i)(z) above in which the Company has the right to cancel a Lender's Commitment, if on any date prior the Company may, in connection with such cancellation, either (1) arrange for a sale (at par) of such Commitment and all outstanding Loans held by such Lender pursuant to the Acquisition Closing Date terms of Section 13.3 and such Lender will promptly enter into any such sale arranged by the Company or its Restricted Subsidiaries (for the avoidance of doubt, excluding the Target 2) offer such Commitment and its Subsidiaries) receive proceeds that would, if received on or after the Acquisition Closing Date, otherwise have required a prepayment of Term B all outstanding Loans under Sections 2.6.5 (held by such proceeds, the “Pre-Closing Sweep Amounts”), the Company shall (x) segregate such Pre-Closing Sweep Amounts in an account Lender to facilitate reducing Advances to be made under the Term B Facility by using the Pre-Closing Sweep Amounts in lieu thereof, and (y) take commercially reasonable efforts to place such Pre-Closing Sweep Amounts into escrow for application to Certain Funds Purposes and obtain the approval of its financial advisor to ratably reduce the Term B Commitments by the amount all of the escrowed Pre-Closing Sweep Amounts. For the avoidance of doubt, the amount of Pre-Closing Sweep Amounts shall be calculated under the assumptions that no Term A Loans are outstanding, the full amount of Term B Loans were funded on the Acquisition Closing Date and are outstanding and that there are no Declining Lenders. (d) Notwithstanding anything other Lenders pursuant to the contrary in this Agreement, the Term B Commitments shall be ratably reduced by the aggregate amount of any Escrow Term Loans that the Company and any of its Subsidiaries (including, for the avoidance of doubt, any Unrestricted Subsidiary) shall have borrowed and funded into escrow prior to the Acquisition Closing Date (provided that the conditions to release from escrow are no more restrictive than the conditions to funding the Term B Loans procedure set forth in Section 4.3)2.5.11(ii) below.

Termination or Reduction. (a) Unless previously terminated, (i) in the Delayed Draw Term A Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition and (y) 5:00 p.m., Chicago time, on the date that is the first anniversary of the Acquisition Closing Date; (ii) the Term B Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition, (y) the making of the Term B Loans on the Acquisition Closing Date and (z) 5:00 p.m., Chicago time, on the Acquisition Closing Date, (iii) the Aggregate Revolving Credit Commitments shall terminate and be reduced to zero on the Revolving Termination Date and (iv) the Replacement Term A Commitments shall terminate upon the making of the Replacement Term A Loans on the Replacement Facilities Effective DateLoan -------------------------------------------------------- Commitment. For the avoidance of doubt, the Commitments in respect of any Term Facility shall be permanently reduced by the amount of any Term Loans made thereunder. (b) The Company may at any time after the date hereof permanently ---------- reduce any Class of the Aggregate Revolving Loan Commitment or the Alternate Currency Commitments, in whole whole, or in parta minimum aggregate amount of $1,000,000 and in integral multiples of $1,000,000 if in excess thereof (or in such amounts as may be set forth on the applicable Alternate Currency Addendum), ratably among the Lenders thereunder in, if less than all such Commitments, integral multiples of $10,000,000, in each case upon at least three one Business Days’ irrevocable Day's prior written notice to the Administrative Agent, and which notice shall specify the amount of any such reduction, ; provided, however, no -------- ------- such notice of reduction shall be effective to the extent that (i) it would reduce the Aggregate Revolving Loan Commitment to an amount which would be less than the outstanding Dollar Amount of the Revolving Credit Obligations outstanding at the time such reduction is to take effect; provided, further, that no such -------- ------- notice of reduction shall be effective to the extent that it would reduce the aggregate Alternate Currency Commitments in any Alternate Currency to an amount which would be less than the outstanding amount of the Alternate Currency Loans in such currency at the time such reduction is to take effect. The Aggregate Revolving Loan Commitment once reduced as provided in this Section 2.5.11 may -------------- not be reduced below reinstated. If (y) any Lender notifies the Aggregate Revolving Credit Outstandings of all Lenders and Company in accordance with Section 2.5.15 or (iiz) a notice of termination of Commitments may state Borrower reasonably determines that such notice it is conditioned upon or will be -------------- required to make any additional payment to any Lender under Section 3.1, 3.2 or ----------- --- 3.3 the effectiveness of other credit facilitiesCompany may, incurrence of other Indebtedness, at any time thereafter (provided that no Default or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked (--- Unmatured Default then exists and no satisfactory solution has been reached pursuant to Section 3.6) and by not less than five Business Days' prior written ----------- notice to the Administrative Agent on or prior Agent, cancel such Lender's Commitment, whereupon such Lender shall cease to the specified effective date) if such condition is not satisfied. In addition, all accrued be obliged to make further Loans hereunder and unpaid commitment and ticking fees under a Class of Commitments its Commitment shall be payable on the effective date of any reduced to zero. Upon termination of such Class of Commitments. (c) Notwithstanding anything Lender's Commitment, each applicable Borrower shall, subject to the contrary in last sentence of this Agreementsubparagraph (i), if on pay all outstanding Obligations owing to such Lender. Any notice of cancellation given pursuant to this Section 2.5.11 shall be irrevocable and -------------- shall specify the date upon which such cancellation is to take effect. Notwithstanding any date prior to such cancellation, the Acquisition Closing Date obligations of the Company or its Restricted and the Borrowing Subsidiaries (for the avoidance of doubt, excluding the Target and its Subsidiaries) receive proceeds that would, if received on or after the Acquisition Closing Date, otherwise have required a prepayment of Term B Loans under Sections 2.6.5 3.1, 3.2, 3.3 and 10.6 shall survive any ------------ --- --- ---- such cancellation and be enforceable by such Lender. In any case described in clauses (such proceeds, i)(y) or (i)(z) above in which the “Pre-Closing Sweep Amounts”)Company has the right to cancel a -------------- ------ Lender's Commitment, the Company shall may, in connection with such cancellation arrange for a sale (xat par) segregate of such Pre-Closing Sweep Amounts in an account Commitment and all outstanding Loans held by such Lender pursuant to facilitate reducing Advances to be made under the Term B Facility by using the Pre-Closing Sweep Amounts in lieu thereof, terms of Section 13.3 and (y) take commercially reasonable efforts to place such Pre-Closing Sweep Amounts Lender will promptly ------------ enter into escrow for application to Certain Funds Purposes and obtain the approval of its financial advisor to ratably reduce the Term B Commitments any such sale arranged by the amount of the escrowed Pre-Closing Sweep Amounts. For the avoidance of doubt, the amount of Pre-Closing Sweep Amounts shall be calculated under the assumptions that no Term A Loans are outstanding, the full amount of Term B Loans were funded on the Acquisition Closing Date and are outstanding and that there are no Declining LendersCompany. (d) Notwithstanding anything to the contrary in this Agreement, the Term B Commitments shall be ratably reduced by the aggregate amount of any Escrow Term Loans that the Company and any of its Subsidiaries (including, for the avoidance of doubt, any Unrestricted Subsidiary) shall have borrowed and funded into escrow prior to the Acquisition Closing Date (provided that the conditions to release from escrow are no more restrictive than the conditions to funding the Term B Loans set forth in Section 4.3).

Termination or Reduction. (a) Unless previously terminated, (i) the Delayed Draw Term A Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition and (y) 5:00 p.m., Chicago time, on the date that is the first anniversary of the Acquisition Closing Date; (ii) the Term B Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition, (y) the making of the Term B Loans on the Acquisition Closing Date and (z) 5:00 p.m., Chicago time, on the Acquisition Closing Date, (iii) the 2020 Revolving Credit Commitments shall terminate and be reduced to zero on the 2020 Revolving Termination Date, (iv) the 2022 Revolving Credit Commitments shall terminate and be reduced to zero on the 2022 Revolving Termination Date and (ivv) the Replacement Term A Commitments shall terminate upon the making of the Replacement Term A Loans on the Replacement Facilities Effective Date. For the avoidance of doubt, the Commitments in respect of any Term Facility shall be permanently reduced by the amount of any Term Loans made thereunder. The Term A-1 Commitments shall terminate and be reduced to zero upon the making of the Term A-1 Loans on the Sixth Amendment Effective Date. The 2022 Term A Commitments shall terminate and be reduced to zero upon the establishment of the 2022 Term A Loans on the Seventh Amendment Effective Date. (b) The Company may permanently reduce any Class of Commitments, in whole or in part, ratably among the Lenders thereunder in, if less than all such Commitments, integral multiples of $10,000,000, in each case upon at least three Business Days’ irrevocable written notice to the Administrative Agent, and which notice shall specify the amount of any such reduction, provided, however, that (i) the Aggregate Revolving Credit Commitments may not be reduced below the Aggregate Revolving Credit Outstandings of all Lenders, (ii) the Aggregate 2020 Revolving Credit Commitments may not be reduced below the Aggregate 2020 Revolving Credit Outstandings of all 2020 Revolving Credit Lenders, (iii) the Aggregate 2022 Revolving Credit Commitments may not be reduced below the Aggregate 2022 Revolving Credit Outstandings of all 2022 Revolving Credit Lenders and (iiiv) a notice of termination of Commitments may state that such notice 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 notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. In addition, all accrued and unpaid commitment and ticking fees under a Class of Commitments shall be payable on the effective date of any termination of such Class of Commitments. (c) Notwithstanding anything to the contrary in this Agreement, if on any date prior to the Acquisition Closing Date the Company or its Restricted Subsidiaries (for the avoidance of doubt, excluding the Target and its Subsidiaries) receive proceeds that would, if received on or after the Acquisition Closing Date, otherwise have required a prepayment of Term B Loans under Sections 2.6.5 (such proceeds, the “Pre-Closing Sweep Amounts”), the Company shall (x) segregate such Pre-Closing Sweep Amounts in an account to facilitate reducing Advances to be made under the Term B Facility by using the Pre-Closing Sweep Amounts in lieu thereof, and (y) take commercially reasonable efforts to place such Pre-Closing Sweep Amounts into escrow for application to Certain Funds Purposes and obtain the approval of its financial advisor to ratably reduce the Term B Commitments by the amount of the escrowed Pre-Closing Sweep Amounts. For the avoidance of doubt, the amount of Pre-Closing Sweep Amounts shall be calculated under the assumptions that no Term A Loans are outstanding, the full amount of Term B Loans were funded on the Acquisition Closing Date and are outstanding and that there are no Declining Lenders. (d) Notwithstanding anything to the contrary in this Agreement, the Term B Commitments shall be ratably reduced by the aggregate amount of any Escrow Term Loans that the Company and any of its Subsidiaries (including, for the avoidance of doubt, any Unrestricted Subsidiary) shall have borrowed and funded into escrow prior to the Acquisition Closing Date (provided that the conditions to release from escrow are no more restrictive than the conditions to funding the Term B Loans set forth in Section 4.3).

Termination or Reduction. (a) Unless previously terminated, (i) the Delayed Draw Term A Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition and (y) 5:00 p.m., Chicago time, on the date that is the first anniversary of the Acquisition Closing Date; (ii) the Term B Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition, (y) the making of the Term B Loans on the Acquisition Closing Date 509265-1946-Active.21307007.121307007.7 and (z) 5:00 p.m., Chicago time, on the Acquisition Closing Date, (iii) the Revolving Credit Commitments shall terminate and be reduced to zero on the Revolving Termination Date and (iv) the Replacement Term A Commitments shall terminate upon the making of the Replacement Term A Loans on the Replacement Facilities Effective Date. For the avoidance of doubt, the Commitments in respect of any Term Facility shall be permanently reduced by the amount of any Term Loans made thereunder. (b) The Company may permanently reduce any Class of Commitments, in whole or in part, ratably among the Lenders thereunder in, if less than all such Commitments, integral multiples of $10,000,000, in each case upon at least three Business Days’ irrevocable written notice to the Administrative Agent, and which notice shall specify the amount of any such reduction, provided, however, that (i) the Aggregate Revolving Credit Commitments may not be reduced below the Aggregate Revolving Credit Outstandings of all Lenders and (ii) a notice of termination of Commitments may state that such notice 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 notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. In addition, all accrued and unpaid commitment and ticking fees under a Class of Commitments shall be payable on the effective date of any termination of such Class of Commitments. (c) Notwithstanding anything to the contrary in this Agreement, if on any date prior to the Acquisition Closing Date the Company or its Restricted Subsidiaries (for the avoidance of doubt, excluding the Target and its Subsidiaries) receive proceeds that would, if received on or after the Acquisition Closing Date, otherwise have required a prepayment of Term B Loans under Sections 2.6.5 (such proceeds, the “Pre-Closing Sweep Amounts”), the Company shall (x) segregate such Pre-Closing Sweep Amounts in an account to facilitate reducing Advances to be made under the Term B Facility by using the Pre-Closing Sweep Amounts in lieu thereof, and (y) take commercially reasonable efforts to place such Pre-Closing Sweep Amounts into escrow for application to Certain Funds Purposes and obtain the approval of its financial advisor to ratably reduce the Term B Commitments by the amount of the escrowed Pre-Closing Sweep Amounts. For the avoidance of doubt, the amount of Pre-Closing Sweep Amounts shall be calculated under the assumptions that no Term A Loans are outstanding, the full amount of Term B Loans were funded on the Acquisition Closing Date and are outstanding and that there are no Declining Lenders. (d) Notwithstanding anything to the contrary in this Agreement, the Term B Commitments shall be ratably reduced by the aggregate amount of any Escrow Term Loans that the Company and any of its Subsidiaries (including, for the avoidance of doubt, any Unrestricted Subsidiary) shall have borrowed and funded into escrow prior to the Acquisition Closing Date (provided that the conditions to release from escrow are no more restrictive than the conditions to funding the Term B Loans set forth in Section 4.3).

Termination or Reduction. (a) Unless previously terminated, (i) in the Delayed Draw Term A Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition and (y) 5:00 p.m., Chicago time, on the date that is the first anniversary of the Acquisition Closing Date; (ii) the Term B Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition, (y) the making of the Term B Loans on the Acquisition Closing Date and (z) 5:00 p.m., Chicago time, on the Acquisition Closing Date, (iii) the Aggregate Revolving Credit Commitments shall terminate and be reduced to zero on the Revolving Termination Date and (iv) the Replacement Term A Commitments shall terminate upon the making of the Replacement Term A Loans on the Replacement Facilities Effective DateLoan -------------------------------------------------------- Commitment. For the avoidance of doubt, the Commitments in respect of any Term Facility shall be permanently reduced by the amount of any Term Loans made thereunder. (b) The Company may at any time after the date hereof permanently ---------- reduce any Class of the Aggregate Revolving Loan Commitment or the Alternate Currency Commitments, in whole whole, or in parta minimum aggregate amount of $1,000,000 and in integral multiples of $1,000,000 if in excess thereof (or in such amounts as may be set forth on the applicable Alternate Currency Addendum), ratably among the Lenders thereunder in, if less than all such Commitments, integral multiples of $10,000,000, in each case upon at least three one Business Days’ irrevocable Day's prior written notice to the Administrative Agent, and which notice shall specify the amount of any such reduction, ; provided, however, no -------- ------- such notice of reduction shall be effective to the extent that (i) it would reduce the Aggregate Revolving Loan Commitment to an amount which would be less than the outstanding Dollar Amount of the Revolving Credit Obligations outstanding at the time such reduction is to take effect; provided, further, that no such -------- ------- notice of reduction shall be effective to the extent that it would reduce the aggregate Alternate Currency Commitments in any Alternate Currency to an amount which would be less than the outstanding amount of the Alternate Currency Loans in such currency at the time such reduction is to take effect. The Aggregate Revolving Loan Commitment once reduced as provided in this Section 2.5.11 may -------------- not be reduced below reinstated. If (y) any Lender notifies the Aggregate Revolving Credit Outstandings of all Lenders and Company in accordance with Section 2.5.15 or (iiz) a notice of termination of Commitments may state Borrower reasonably determines that such notice it is conditioned upon or will be -------------- required to make any additional payment to any Lender under Section 3.1, 3.2 or ----------- --- 3.3 the effectiveness of other credit facilitiesCompany may, incurrence of other Indebtedness, at any time thereafter (provided that no Default or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked (--- Unmatured Default then exists and no satisfactory solution has been reached pursuant to Section 3.6) and by not less than five Business Days' prior written ----------- notice to the Administrative Agent on or prior Agent, cancel such Lender's Commitment, whereupon such Lender shall cease to the specified effective date) if such condition is not satisfied. In addition, all accrued be obliged to make further Loans hereunder and unpaid commitment and ticking fees under a Class of Commitments its Commitment shall be payable on the effective date of any reduced to zero. Upon termination of such Class of Commitments. (c) Notwithstanding anything Lender's Commitment, each applicable Borrower shall, subject to the contrary in last sentence of this AgreementSection 2.5.11, if on -------------- pay all outstanding Obligations owing to such Lender. Any notice of cancellation given pursuant to this Section 2.5.11 shall be irrevocable and -------------- shall specify the date upon which such cancellation is to take effect. Notwithstanding any date prior to such cancellation, the Acquisition Closing Date obligations of the Company or its Restricted and the Borrowing Subsidiaries (for the avoidance of doubt, excluding the Target and its Subsidiaries) receive proceeds that would, if received on or after the Acquisition Closing Date, otherwise have required a prepayment of Term B Loans under Sections 2.6.5 3.1, 3.2, 3.3 and 10.6 shall survive any ------------ --- --- ---- such cancellation and be enforceable by such Lender. In any case described in clauses (such proceeds, y) or (z) above in which the “Pre-Closing Sweep Amounts”)Company has the right to cancel a Lender's ----------- --- Commitment, the Company shall may, in connection with such cancellation arrange for a sale (xat par) segregate of such Pre-Closing Sweep Amounts in an account Commitment and all outstanding Loans held by such Lender pursuant to facilitate reducing Advances to be made under the Term B Facility by using the Pre-Closing Sweep Amounts in lieu thereof, terms of Section 13.3 and (y) take commercially reasonable efforts to place such Pre-Closing Sweep Amounts Lender will promptly enter into escrow for application to Certain Funds Purposes and obtain the approval of its financial advisor to ratably reduce the Term B Commitments ------------ any such sale arranged by the amount of the escrowed Pre-Closing Sweep Amounts. For the avoidance of doubt, the amount of Pre-Closing Sweep Amounts shall be calculated under the assumptions that no Term A Loans are outstanding, the full amount of Term B Loans were funded on the Acquisition Closing Date and are outstanding and that there are no Declining LendersCompany. (d) Notwithstanding anything to the contrary in this Agreement, the Term B Commitments shall be ratably reduced by the aggregate amount of any Escrow Term Loans that the Company and any of its Subsidiaries (including, for the avoidance of doubt, any Unrestricted Subsidiary) shall have borrowed and funded into escrow prior to the Acquisition Closing Date (provided that the conditions to release from escrow are no more restrictive than the conditions to funding the Term B Loans set forth in Section 4.3).

Termination or Reduction. (a) Unless previously terminated, (i) the Delayed Draw Term A Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition and (y) 5:00 p.m., Chicago time, on the date that is the first anniversary of the Acquisition Closing Date; (ii) the Term B Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition, (y) the making of the Term B Loans on the Acquisition Closing Date and (z) 5:00 p.m., Chicago time, on the Acquisition Closing Date, (iii) the 2020 Revolving Credit Commitments shall terminate and be reduced to zero on the 2020 Revolving Termination Date, (iv) the 2022 Revolving Credit Commitments shall terminate and be reduced to zero on the 2022 Revolving Termination Date, (iv) the 2023 Revolving Credit Commitments shall terminate and be reduced to zero on the 2023 Revolving Termination Date and (ivv) the Replacement Term A Commitments shall terminate upon the making of the Replacement Term A Loans on the Replacement Facilities Effective Date. For the avoidance of doubt, the Commitments in respect of any Term Facility shall be permanently reduced by the amount of any Term Loans made thereunder. The Term A-1 Commitments shall terminate and be reduced to zero upon the making of the Term A-1 Loans on the Sixth Amendment Effective Date. The 2022 Term A Commitments shall terminate and be reduced to zero upon the establishment of the 2022 Term A Loans on the Seventh Amendment Effective Date. (b) The Company may permanently reduce any Class of Commitments, in whole or in part, ratably among the Lenders thereunder in, if less than all such Commitments, integral multiples of $10,000,000, in each case upon at least three Business Days’ irrevocable written notice to the Administrative Agent, and which notice shall specify the amount of any such reduction, provided, however, that (i) the Aggregate Revolving Credit Commitments may not be reduced below the Aggregate Revolving Credit Outstandings of all Lenders, (ii) the Aggregate 2020 Revolving Credit Commitments may not be reduced below the Aggregate 2020 Revolving Credit Outstandings of all 2020 Revolving Credit Lenders, (iii) the Aggregate 2022 Revolving Credit Commitments may not be reduced below the Aggregate 2022 Revolving Credit Outstandings of all 2022 Revolving Credit Lenders, (iii) the Aggregate 2023 Revolving Credit Commitments may not be reduced below the Aggregate 2023 Revolving Credit Outstandings of all 2023 Revolving Credit Lenders and (iiiv) a notice of termination of Commitments may state that such notice 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 notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. In addition, all accrued and unpaid commitment and ticking fees under a Class of Commitments shall be payable on the effective date of any termination of such Class of Commitments. (c) Notwithstanding anything to the contrary in this Agreement, if on any date prior to the Acquisition Closing Date the Company or its Restricted Subsidiaries (for the avoidance of doubt, excluding the Target and its Subsidiaries) receive proceeds that would, if received on or after the Acquisition Closing Date, otherwise have required a prepayment of Term B Loans under Sections 2.6.5 (such proceeds, the “Pre-Closing Sweep Amounts”), the Company shall (x) segregate such Pre-Closing Sweep Amounts in an account to facilitate reducing Advances to be made under the Term B Facility by using the Pre-Closing Sweep Amounts in lieu thereof, and (y) take commercially reasonable efforts to place such Pre-Closing Sweep Amounts into escrow for application to Certain Funds Purposes and obtain the approval of its financial advisor to ratably reduce the Term B Commitments by the amount of the escrowed Pre-Closing Sweep Amounts. For the avoidance of doubt, the amount of Pre-Closing Sweep Amounts shall be calculated under the assumptions that no Term A Loans are outstanding, the full amount of Term B Loans were funded on the Acquisition Closing Date and are outstanding and that there are no Declining Lenders. (d) Notwithstanding anything to the contrary in this Agreement, the Term B Commitments shall be ratably reduced by the aggregate amount of any Escrow Term Loans that the Company and any of its Subsidiaries (including, for the avoidance of doubt, any Unrestricted Subsidiary) shall have borrowed and funded into escrow prior to the Acquisition Closing Date (provided that the conditions to release from escrow are no more restrictive than the conditions to funding the Term B Loans set forth in Section 4.3).

Termination or Reduction. (a) Unless previously terminated, The Trust shall have the right at any time and from time to time to (i) terminate the Delayed Draw Term A Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition and (y) 5:00 p.m., Chicago time, on the date that is the first anniversary of the Acquisition Closing Date; Commitment in whole or (ii) permanently reduce the Term B Commitments shall terminate Facility Amount by a minimum amount of $10,000,000 and be reduced to zero on the earlier integral multiples of (x) the occurrence of the Mandatory Cancellation Date $5,000,000 in excess thereof, without penalty, by giving at least three Business Days’ prior written notice to the consummation of the Acquisition, Agent (y) the making of the Term B Loans on the Acquisition Closing Date and (z) 5:00 p.m., Chicago time, on the Acquisition Closing Date, (iii) the Revolving Credit Commitments who shall terminate and be reduced promptly give similar notice to zero on the Revolving Termination Date and (iv) the Replacement Term A Commitments shall terminate upon the making of the Replacement Term A Loans on the Replacement Facilities Effective Date. For the avoidance of doubteach Bank), the Commitments in respect of any Term Facility Depositary and the Rating Agencies specifying the scheduled date (which shall be permanently reduced by a Business Day) of such termination or reduction and the amount of any Term reduction. Such termination of the Commitment or reduction of the Facility Amount shall be effective on the scheduled date specified in the Trust’s notice; provided, however, that no termination of the Commitment in its entirety shall be effective if, on the scheduled date thereof, any Commercial Paper would remain outstanding after such scheduled date, in which case such termination shall be effective on the first Business Day on which no Commercial Paper shall be outstanding; provided further, however, that no such partial reduction shall be effective if on the scheduled date thereof, after giving effect to all transactions to occur on such day, the sum of the Credits Outstanding on such day (minus the aggregate principal amount of outstanding Non-Pro Rata Revolving Loans made thereunderon such day) plus the Interest Component on such day, would exceed the Facility Amount as so reduced. (b) The Company may Facility Amount shall be permanently reduce reduced on the day any Class of CommitmentsRefunding Loan made pursuant to Section 3.04(a), in whole 3.04(c) or in part, ratably among the Lenders thereunder in, if less than all such Commitments, integral multiples of $10,000,000, in each case upon at least three Business Days’ irrevocable written notice 3.04(d) is repaid pursuant to Section 5.01 to the Administrative Agent, and which notice shall specify the amount of any such reduction, provided, however, that (i) the Aggregate Revolving Credit Commitments may not be reduced below the Aggregate Revolving Credit Outstandings of all Lenders and (ii) a notice of termination of Commitments may state that such notice 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 notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. In addition, all accrued and unpaid commitment and ticking fees under a Class of Commitments shall be payable on the effective date of any termination extent of such Class repayment (except repayments made pursuant to Section 5.01(a)(ii) or repayments made through the issuance of CommitmentsRevolving Loans or Swingline Loans). (c) Notwithstanding anything The Bank Commitment of each Bank shall be automatically permanently reduced as and when, and in the aggregate to the contrary in this Agreement, if on any date prior to the Acquisition Closing Date the Company or its Restricted Subsidiaries (for the avoidance of doubt, excluding the Target and its Subsidiaries) receive proceeds that would, if received on or after the Acquisition Closing Date, otherwise have required a prepayment of Term B Loans under Sections 2.6.5 (such proceedssame extent as, the “Pre-Closing Sweep Amounts”Facility Amount is reduced pursuant to Section 4.02(a) or 4.02(b), the Company shall (x) segregate such Pre-Closing Sweep Amounts pro rata in an account to facilitate reducing Advances to be made under the Term B Facility by using the Pre-Closing Sweep Amounts in lieu thereof, and (y) take commercially reasonable efforts to place such Pre-Closing Sweep Amounts into escrow for application to Certain Funds Purposes and obtain the approval of its financial advisor to ratably reduce the Term B Commitments by the amount of the escrowed Pre-Closing Sweep Amounts. For the avoidance of doubt, the amount of Pre-Closing Sweep Amounts shall be calculated under the assumptions that no Term A Loans are outstanding, the full amount of Term B Loans were funded on the Acquisition Closing Date and are outstanding and that there are no Declining Lendersaccordance with each Bank’s respective Percentage. (d) Notwithstanding anything The Bank Commitment of a Bank shall be automatically reduced to zero (i) when it shall make a Non-Pro Rata Revolving Loan pursuant to Section 3.02(c) or (ii) if after the contrary 60-day period referred to in this AgreementSection 3.02(c), such Bank shall not be obligated to make a Loan pursuant to Section 3.02(c), provided, however that no such reduction referenced in clause (ii) shall be effective if on the scheduled date thereof, after giving effect to all transactions to occur on such day, the Term B Commitments sum of the Credits Outstanding on such day (minus the aggregate principal amount of outstanding Non-Pro Rata Revolving Loans on such day) plus the Interest Component on such day, would exceed the Facility Amount as so reduced. (e) The Commitment shall terminate in whole when there is no Commercial Paper outstanding and all Commercial Paper is fully repaid. Such termination shall be ratably reduced by effective on the aggregate amount of any Escrow Term Loans that the Company and any of its Subsidiaries (including, for the avoidance of doubt, any Unrestricted Subsidiary) first Business Day on which no Commercial Paper shall have borrowed and funded into escrow prior to the Acquisition Closing Date (provided that the conditions to release from escrow are no more restrictive than the conditions to funding the Term B Loans set forth in Section 4.3)be outstanding.

Termination or Reduction. (a) Unless previously terminated, (i) the Delayed Draw Term A Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition and (y) 5:00 p.m., Chicago time, on the date that is the first anniversary of the Acquisition Closing Date; (ii) the Term B Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition, (y) the making of the Term B Loans on the Acquisition Closing Date and (z) 5:00 p.m., Chicago time, on the Acquisition Closing Date, (iii) the Revolving Credit Commitments shall terminate and be reduced to zero on the Revolving Termination Date and (iv) the Replacement Term A Commitments shall terminate upon the making of the Replacement Term A Loans on the Replacement Facilities Effective Date. For the avoidance of doubt, the Commitments in respect of any Term Facility shall be permanently reduced by the amount of any Term Loans made thereunder. The Term A-1 Commitments shall terminate and be reduced to zero upon the making of the Term A-1 Loans on the Sixth Amendment Effective Date. (b) The Company may permanently reduce any Class of Commitments, in whole or in part, ratably among the Lenders thereunder in, if less than all such Commitments, integral multiples of $10,000,000, in each case upon at least three Business Days’ irrevocable written notice to the Administrative Agent, and which notice shall specify the amount of any such reduction, provided, however, that (i) the Aggregate Revolving Credit Commitments may not be reduced below the Aggregate Revolving Credit Outstandings of all Lenders and (ii) a notice of termination of Commitments may state that such notice 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 notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. In addition, all accrued and unpaid commitment and ticking fees under a Class of Commitments shall be payable on the effective date of any termination of such Class of Commitments. (c) Notwithstanding anything to the contrary in this Agreement, if on any date prior to the Acquisition Closing Date the Company or its Restricted Subsidiaries (for the avoidance of doubt, excluding the Target and its Subsidiaries) receive proceeds that would, if received on or after the Acquisition Closing Date, otherwise have required a prepayment of Term B Loans under Sections 2.6.5 (such proceeds, the “Pre-Closing Sweep Amounts”), the Company shall (x) segregate such Pre-Closing Sweep Amounts in an account to facilitate reducing Advances to be made under the Term B Facility by using the Pre-Closing Sweep Amounts in lieu thereof, and (y) take commercially reasonable efforts to place such Pre-Closing Sweep Amounts into escrow for application to Certain Funds Purposes and obtain the approval of its financial advisor to ratably reduce the Term B Commitments by the amount of the escrowed Pre-Closing Sweep Amounts. For the avoidance of doubt, the amount of Pre-Closing Sweep Amounts shall be calculated under the assumptions that no Term A Loans are outstanding, the full amount of Term B Loans were funded on the Acquisition Closing Date and are outstanding and that there are no Declining Lenders. (d) Notwithstanding anything to the contrary in this Agreement, the Term B Commitments shall be ratably reduced by the aggregate amount of any Escrow Term Loans that the Company and any of its Subsidiaries (including, for the avoidance of doubt, any Unrestricted Subsidiary) shall have borrowed and funded into escrow prior to the Acquisition Closing Date (provided that the conditions to release from escrow are no more restrictive than the conditions to funding the Term B Loans set forth in Section 4.3).

Termination or Reduction. (a) Unless previously terminated, (i) the Delayed Draw Term A Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition and (y) 5:00 p.m., Chicago time, on the date that is the first anniversary of the Acquisition Closing Date; (ii) the Term B Commitments shall terminate and be reduced to zero on the earlier of (x) the occurrence of the Mandatory Cancellation Date prior to the consummation of the Acquisition, (y) the making of the Term B Loans on the Acquisition Closing Date and (z) 5:00 p.m., Chicago time, on the Acquisition Closing Date, (iii) the 2020 Revolving Credit Commitments shall terminate and be reduced to zero on the 2020 Revolving Termination Date, (iv) the 2022 Revolving Credit Commitments shall terminate and be reduced to zero on the 2022 Revolving Termination Date and (ivivv) the Replacement Term A Commitments shall terminate upon the making of the Replacement Term A Loans on the Replacement Facilities Effective Date. For the avoidance of doubt, the Commitments in respect of any Term Facility shall be permanently reduced by the amount of any Term Loans made thereunder. (b) . The Company may permanently reduce any Class of Commitments, in whole or in part, ratably among the Lenders thereunder in, if less than all such Commitments, integral multiples of $10,000,000, in each case upon at least three Business Days’ irrevocable written notice to the Administrative Agent, Term A-1 Commitments shall terminate and which notice shall specify the amount of any such reduction, provided, however, that (i) the Aggregate Revolving Credit Commitments may not be reduced below the Aggregate Revolving Credit Outstandings of all Lenders and (ii) a notice of termination of Commitments may state that such notice is conditioned to zero upon the effectiveness making 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 notice to the Administrative Agent Term A-1 Loans on or prior to the specified effective date) if such condition is not satisfiedSixth Amendment Effective Date. In addition, all accrued and unpaid commitment and ticking fees under a Class of The 2022 Term A Commitments shall terminate and be payable on reduced to zero upon the effective date of any termination of such Class of Commitments. (c) Notwithstanding anything to the contrary in this Agreement, if on any date prior to the Acquisition Closing Date the Company or its Restricted Subsidiaries (for the avoidance of doubt, excluding the Target and its Subsidiaries) receive proceeds that would, if received on or after the Acquisition Closing Date, otherwise have required a prepayment of Term B Loans under Sections 2.6.5 (such proceeds, the “Pre-Closing Sweep Amounts”), the Company shall (x) segregate such Pre-Closing Sweep Amounts in an account to facilitate reducing Advances to be made under the Term B Facility by using the Pre-Closing Sweep Amounts in lieu thereof, and (y) take commercially reasonable efforts to place such Pre-Closing Sweep Amounts into escrow for application to Certain Funds Purposes and obtain the approval of its financial advisor to ratably reduce the Term B Commitments by the amount establishment of the escrowed Pre-Closing Sweep Amounts. For the avoidance of doubt, the amount of Pre-Closing Sweep Amounts shall be calculated under the assumptions that no 2022 Term A Loans are outstanding, the full amount of Term B Loans were funded on the Acquisition Closing Date and are outstanding and that there are no Declining LendersSeventh Amendment Effective Date. (d) Notwithstanding anything to the contrary in this Agreement, the Term B Commitments shall be ratably reduced by the aggregate amount of any Escrow Term Loans that the Company and any of its Subsidiaries (including, for the avoidance of doubt, any Unrestricted Subsidiary) shall have borrowed and funded into escrow prior to the Acquisition Closing Date (provided that the conditions to release from escrow are no more restrictive than the conditions to funding the Term B Loans set forth in Section 4.3).