The Parties hereby agree to terminate the respective obligations of the Parties under the Agreement relating to those 7.00% Notes that are properly tendered in the Tender Offer and to the extent that less than all of the outstanding 7.00% Notes are tendered in the Tender Offer the respective obligations of the Parties under the Agreement relating to those 7.00% Notes that Finance Company and Finance Corp properly redeem pursuant to the Call. Furthermore, the Parties agree that the Agreement will terminate at such time as $450 million of the outstanding 7.00% Notes are properly tendered pursuant to the Tender Offer and/or redeemed pursuant to the Call. For the avoidance of doubt, this Third Amendment, together with First Amendment and Second Amendment, shall terminate the Agreement, including all rights and obligations of the Parties thereunder, and the Parties agree that no payment is due to ETP under Section 6 of the Agreement in connection with this Third Amendment or the Tender Offer or Call of the 7.00% Notes.