Common use of Termination or Reduction of Revolving Commitments Clause in Contracts

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Class.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving A Commitments or, and Aggregate Revolving B Commitments of any Class or from time to time, to time permanently reduce the amount of the Revolving such Commitments; provided that no (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of Revolving Commitments shall be permitted in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. The Borrower shall not terminate or reduce the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments. The Borrower shall not terminate or reduce the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of the Revolving B Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Aggregate Revolving Commitments B Commitments. If, after giving effect to any reduction of the Aggregate Revolving A Commitments, the Letter of Credit Sublimit or (b) the aggregate Swing Line Sublimit exceeds the amount of the Aggregate Revolving Extensions of CreditA Commitments, with respect to any Class outstanding at such time, would exceed sublimit shall be automatically reduced by the aggregate amount of such excess. The Administrative Agent will promptly notify the Revolving Commitments then in effect with respect to such Class. Any Lenders of any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction of Commitments. Any reduction of Commitments shall apply ratably be applied to the Revolving applicable Commitment of each Lender of the applicable Class according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, right to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments Commitments. Any such reduction shall be in an amount equal to $1,000,000, or (b) the aggregate amount of the Revolving Extensions of Credita whole multiple thereof, with respect to any Class outstanding at such time, would exceed the aggregate amount of and shall reduce permanently the Revolving Commitments then in effect with respect effect. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under this Section at least three (3) Business Days prior to the effective date of such Classtermination or reduction, specifying such election and the effective date thereof. Any such Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such termination or reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to shall be permanent. Each reduction of the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to shall be made ratably among the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Lenders in accordance with their respective Revolving Commitment of each Lender of such ClassCommitments.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the (a) The Borrower shall have the right, upon not less than three (3) two Business Days’ notice to the Administrative Agent, from time to time, to terminate the Revolving Commitments or the 2018 Delayed Draw Tranche A Term Commitments or, from time to time, to reduce the amount of the Revolving Commitments or the 2018 Delayed Draw Tranche A Term Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, either (a) the Total total Revolving Extensions of Credit would exceed the Total total Revolving Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit2018 Delayed Draw Tranche A Term Commitments, with respect to any Class outstanding at such timeas applicable, would exceed the aggregate amount of the Revolving Commitments then in effect with respect effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination under this Section 2.10 if the notice of such Class. Any such notice may state termination stated that such notice is was conditioned upon the occurrence or non-occurrence of any event specified therein (including a transaction or the effectiveness receipt of other credit facilities)a replacement of all, or a portion, of the Revolving Commitments or the 2018 Delayed Draw Tranche A Term Commitments, as applicable, outstanding at such time, 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. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Class.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), The Borrower Representative (on behalf of the Borrower Revolving Borrowers) shall have the right, upon not less than three (3) two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such . Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be permitted if, after giving effect thereto and to any prepayments accompanied by prepayment of the Revolving Loans made on and/or Swingline Loans to the effective date thereofextent, either (a) if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments or (b) as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Revolving Extensions Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)each case, in which case such notice may be revoked by the Borrower (by written notice a manner reasonably satisfactory to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) effect; provided, further, that if not inconsistent with the Extension Amendment relating to Extended Commitments, first to any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with respect to a Refinancing of the Facilities or in connection with the consummation of any Existing Commitments other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and second to any Eurocurrency Loan denominated in Dollars that was the subject of such Extended Commitments; provided that, with respect notice shall be continued as an ABR Loan. Each prepayment of the Loans under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Commitments of any Class, any such termination or reduction Loans are not being prepaid) and Swingline Loans) shall apply ratably be accompanied by accrued interest to the Revolving Commitment of each Lender date of such Classprepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate terminate, or from time to time to reduce the amount, of the Revolving Commitments or, from time to time, to reduce the amount of the under one or more Revolving CommitmentsFacilities; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either (ai) the Total Alternative Currency Revolving Extensions of Credit would exceed the Total Alternative Currency Revolving Commitments, (ii) the Total Dollar Revolving Extensions of Credit would exceed the Total Dollar Revolving Commitments or (iii) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedCommitments. Any such reduction shall be in an amount equal to (i) with respect to the Alternative Currency Revolving Commitments, $1,000,000, or a whole multiple thereof, or the remaining aggregate amount of $100,000 in excess thereofthe Alternative Currency Revolving Commitments, and shall reduce permanently the Alternative Currency Revolving Commitments then in effect either (i) ratably among Classes or and (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Dollar Revolving Commitments, $1,000,000, a whole multiple thereof, or the remaining aggregate amount of the Dollar Revolving Commitments, and shall reduce permanently the Dollar Revolving Commitments then in effect. The Revolving Commitment (other than any Extended Revolving Commitment) of any Classeach Revolving Lender shall automatically and permanently terminate on the Revolving Termination Date. On the respective Maturity Date applicable thereto, any such termination or reduction shall apply ratably to the Extended Revolving Commitment of each Lender of such ClassExtending Revolving Commitment shall automatically and permanently terminate.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments orterminate, or from time to time, time to reduce the amount of of, the Revolving CommitmentsCommitments under one or more Revolving Facilities; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either (ai) the Total Alternative Currency Revolving Extensions of Credit would exceed the Total Alternative Currency Revolving Commitments, (ii) the Total Dollar Revolving Extensions of Credit would exceed the Total Dollar Revolving Commitments or (iii) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedCommitments. Any such reduction shall be in an amount equal to (i) with respect to the Alternative Currency Revolving Commitments, $1,000,000, or a whole multiple thereof, or the remaining aggregate amount of $100,000 in excess thereofthe Alternative Currency Revolving Commitments, and shall reduce permanently the Alternative Currency Revolving Commitments then in effect either (i) ratably among Classes or and (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Dollar Revolving Commitments, $1,000,000, a whole multiple thereof, or the remaining aggregate amount of the Dollar Revolving Commitments, and shall reduce permanently the Dollar Revolving Commitments then in effect. The Revolving Commitment (other than any Extended Revolving Commitment) of any Classeach Revolving Lender shall automatically and permanently terminate on the Revolving Termination Date. On the respective Maturity Date applicable thereto, any such termination or reduction shall apply ratably to the Extended Revolving Commitment of each Lender of such ClassExtending Revolving Commitment shall automatically and permanently terminate.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Parent Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Commitments orCommitments, or from time to time, to time permanently reduce the amount of the Aggregate Revolving Commitments, in each case, in whole or in part, without penalty; provided that no (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three Business Days prior to the date of termination or reduction (it being understood that such notice may state that the termination or reduction of the Aggregate Revolving Commitments is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such termination or reduction may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction), (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 Parent Borrower shall not terminate or reduce the Aggregate Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (y) the Outstanding Amount of L/C Obligations would exceed the Letter of Credit Sublimit or (z) the aggregate Outstanding Amount of all L/C Obligations and Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Loans made Commitments. The amount of any such Aggregate Revolving Commitments reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit (except as otherwise provided in such definitions) unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the Borrower shall have the rightThe Company may, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving A Commitments oror the Aggregate Revolving B Commitments, or from time to time, to time permanently reduce in part the amount of Aggregate Revolving A Commitments or the Aggregate Revolving B Commitments; provided that no (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, or upon such lesser number of days as determined by the Administrative Agent in its sole discretion, (ii) any such partial reduction of Revolving Commitments shall be permitted in an aggregate amount of $3,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (iv) the Company shall not terminate or reduce the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of all Revolving B Loans would exceed the Aggregate Revolving B Commitments, (v) if, after giving effect to any reduction of the Aggregate Revolving A Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving A Commitments, such sublimit shall be automatically reduced by the amount of such excess, and (vi) if, after giving effect to any reduction of the Aggregate Revolving B Commitments, the UK Borrower Sublimit exceeds the amount of the Aggregate Revolving B Commitments, such sublimit shall be automatically reduced by the amount of such excess; provided further that if such notice of reduction or termination indicates that such reduction or termination is being made in connection with a prepayment is to be funded with the proceeds of a refinancing or if such reduction or termination is to be made in connection with an acquisition or a transaction involving a Change of Control, such notice of reduction or termination may be revoked (subject to Section 3.05) if the financing, acquisition or Change of Control transaction is not consummated within the period indicated in such notice. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate Revolving A Commitments or the Aggregate Revolving B Commitments. Any reduction of the Aggregate Revolving A Commitments shall be applied to the Revolving A Commitment of each Revolving A Lender according to its Applicable Percentage. Any reduction of the Aggregate Revolving B Commitments shall be applied to the Revolving B Commitment of each Revolving B Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Revolving Loans made A Commitments or the Revolving B Commitments shall be paid on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the (a) The Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Commitments orCommitments, or from time to time, to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of the Revolving CommitmentsLoans and L/C Obligations; provided that no (a) any such notice shall be received by the Administrative Agent not later than 12:00 noon three Business Days prior to the date of termination or reduction of Revolving Commitments (or such shorter period agreed to by the Administrative Agent), (b) any such partial reduction shall be permitted in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (c) if, after giving effect thereto and to any prepayments reduction of the Aggregate Revolving Loans made on Commitments, the effective date thereof, either (a) the Total Revolving Extensions Letter of Credit would exceed Sublimit or the Total Revolving Commitments or (b) Alternative Currency Letter of Credit Sublimit exceeds the aggregate amount of the Aggregate Revolving Extensions of CreditCommitments, with respect to any Class outstanding at such time, would exceed sublimit shall be automatically reduced by the aggregate amount of such excess. The Administrative Agent will promptly notify the Revolving Commitments then in effect with respect to such Class. Any Lenders of any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall apply ratably be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Commitments orCommitments, or from time to time, to time permanently reduce the amount of the Aggregate Revolving Commitments; provided that no (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments of the Revolving Loans made on the effective date thereofhereunder, either (a) the Total Revolving Extensions of Credit Outstandings would exceed the Total Aggregate Revolving Commitments Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative L/C Currency Sublimit or (b) the aggregate Swing Line Sublimit exceeds the amount of the Aggregate Revolving Extensions of CreditCommitments, with respect to any Class outstanding at such time, would exceed Sublimit shall be automatically reduced by the aggregate amount of such excess. The Administrative Agent will promptly notify the Revolving Commitments then in effect with respect to such Class. Any Lenders of any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall apply ratably be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), The Borrower Representative (on behalf of the Borrower Revolving Borrowers) shall have the right, upon not less than three (3) two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such . Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be permitted if, after giving effect thereto and to any prepayments accompanied by prepayment of the Revolving Loans made on and/or Swingline Loans to the effective date thereofextent, either (a) if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments or (b) as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Revolving Extensions Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)each case, in which case such notice may be revoked by the Borrower (by written notice a manner reasonably satisfactory to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) effect; provided, further, that if not inconsistent with the Extension Amendment relating to Extended Commitments, first to any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with respect to a Refinancing of the Facilities or in connection with the consummation of any Existing Commitments other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and second to any Term SOFR Loan that was the subject of such Extended Commitments; provided that, with respect notice shall be continued as an ABR Loan. Each prepayment of the Loans under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Commitments of any Class, any such termination or reduction Loans are not being prepaid) and Swingline Loans) shall apply ratably be accompanied by accrued interest to the Revolving Commitment of each Lender date of such Classprepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the aggregate Revolving Commitments orCommitments, or from time to time, to time permanently reduce the amount of the aggregate Revolving Commitments or Aggregate Term Commitments; provided that no (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 termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of Ten Million and No/100 Dollars ($10,000,000.00) or any whole multiple of One Million and No/100 Dollars ($1,000,000.00) in excess thereof, and (iii) the Borrower shall not terminate or reduce the aggregate Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments of the Revolving Loans made on the effective date thereofhereunder, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, Outstandings would exceed the aggregate amount Revolving Commitments or the L/C Obligations would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the aggregate Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided thatprovided, with respect to the Revolving Commitments of any Class, any that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Any reduction of the aggregate Revolving Commitments shall apply ratably be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the aggregate Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Parent Borrower shall have the right, upon not less than three (3) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche, the Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche or, from time to time, to reduce the amount of the Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche, Extended Revolving Commitments of any Tranche or Specified Refinancing Revolving Commitments of any Tranche; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swing Line Loans made on the effective date thereof, either (a) the Total Revolving Extensions Dollar Equivalent of Credit would exceed the Total Revolving Commitments or (b) the aggregate principal amount of the Revolving Extensions Loans and Swing Line Loans then outstanding, when added to the sum of Credit, with respect to any Class the then outstanding at such timeRevolving L/C Obligations, would exceed the aggregate amount of the Revolving Commitments then in effect with respect and provided, further, that notwithstanding anything to such Class. Any the contrary in this Agreement, the Parent Borrower may condition such notice may state that such notice 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 Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof, thereof and shall reduce permanently the applicable Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Classeffect.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative AgentLender, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided provided, that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, Credit with respect to any Class outstanding at such time, time would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent Lender on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,0003,000,000, or a whole multiple of $100,000 1,000,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Class.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments orCommitments, or from time to time, to time permanently reduce the amount of the Revolving Commitments; provided that no (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 $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Outstandings would exceed the Revolving Commitments, and (iv) if, after giving effect to any reduction of the Revolving Loans made on Commitments, the effective date thereof, either (a) the Total Revolving Extensions Letter of Credit would exceed Sublimit or the Total Revolving Commitments or (b) Swing Line Sublimit exceeds the aggregate amount of the Revolving Extensions Commitments, such Sublimit shall be automatically reduced by the amount of Credit, with respect to such excess. The Administrative Agent will promptly notify the Lenders of any Class outstanding at such time, would exceed notice of termination or reduction of the aggregate amount Revolving Commitments. Any reduction of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably applied to the Revolving Commitment of each Revolving Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject On the earlier to Section 2.22(boccur of (i) the date that is six months from the Original Closing Date and (ii) the date of any issuance of the Capital Stock of Global Signal (other than as a result of the exercise of any options or warrants outstanding on the date hereof or any issuance of Capital Stock in connection with the consummation of the Carl Lewis Transaction), the aggregate Net Cash Proceeds of which xxxxxx $0,000,0000, the Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to permanently reduce the amount of the Aggregate Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments of the Revolving Loans made on the effective date thereofhereunder, either (a) the Total Revolving Extensions of Credit would to an amount not to exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit$15,000,000. Further, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written 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 irrevocable and shall be received by the Administrative Agent on or not later than 11:00 a.m. five Business Days prior to the specified effective datedate of termination or reduction, (ii) if any such condition is not satisfied. Any such partial reduction shall be in an aggregate amount equal to of $1,000,000, 500,000 or a any whole multiple of $100,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce permanently the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with Outstandings would exceed the Extension Amendment relating to Extended Aggregate Revolving Commitments, first to . The Administrative Agent will promptly notify the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments Lenders of any Class, any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall apply ratably be applied to the Revolving Commitment of each Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Parent Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Tranche A Revolving Commitments, the Tranche B Revolving Commitments or any Tranche of Extended Revolving Commitments or, from time to time, to reduce the amount of the Tranche A Revolving Commitments, the Tranche B Revolving Commitments or any Tranche of Extended Revolving Commitments, in each case pro rata among the Lenders of the applicable Tranche and otherwise subject to subsection 3.8(a); provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swing Line Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate principal amount of the Revolving Extensions Loans and Swing Line Loans then outstanding (including, without limitation, in the case of CreditRevolving Loans and Swing Line Loans then outstanding in any Designated Foreign Currency, with respect the Dollar Equivalent of the aggregate principal amount thereof), when added to any Class the sum of the then outstanding at such timeL/C Obligations, would exceed the aggregate amount of the Revolving Commitments then in effect with respect and provided, further, that notwithstanding anything to such Class. Any such the contrary in this Agreement, the Borrower may rescind or postpone any notice may state that such notice is conditioned upon the occurrence or non-occurrence of termination 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) Revolving Credit Commitments if such condition is termination would have resulted from a refinancing of the Facility, which refinancing shall not satisfiedbe consummated or otherwise shall be delayed. Any such reduction shall be in an amount equal to $1,000,000, 10.0 million or a whole multiple of $100,000 1.0 million in excess thereof, thereof and shall reduce permanently the applicable Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the effect. The Tranche A Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided thatshall terminate on the Tranche A Revolving Maturity Date, with respect to the Tranche B Revolving Commitments shall terminate on the Tranche B Revolving Maturity Date and each Tranche of any Class, any such termination or reduction Extended Revolving Commitments shall apply ratably to terminate on the applicable Extended Revolving Commitment of each Lender of such ClassMaturity Date.”

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the Borrower shall have the rightThe Borrowers may, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments orCommitments, or from time to time, to time permanently reduce the amount of the Revolving Commitments; provided that no the Revolving Commitments may not be reduced below $200,000,000 (except in connection with a termination of the Revolving Commitments and payment in full of the Obligations thereunder) without the consent of the Administrative Agent and the Syndication Agent; and, provided further (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Commitments, and (iv) if, after giving effect to any reduction of the Revolving Loans made on Commitments, the effective date thereof, either (a) the Total Revolving Extensions Letter of Credit would exceed Sublimit or the Total Revolving Commitments or (b) Swing Line Sublimit exceeds the aggregate amount of the Revolving Extensions Commitments, such Sublimit shall be automatically reduced by the amount of Credit, with respect to such excess. The Administrative Agent will promptly notify the Revolving Lenders of any Class outstanding at such time, would exceed notice of termination or reduction of the aggregate amount Revolving Commitments. Any reduction of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued pursuant to Section 2.09(a) until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Parent Borrower shall have the right, upon not less than three (3) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Tranche B-1 Revolving Commitments, Incremental Revolving Commitments of any Tranche, the Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche or, from time to time, to reduce the amount of the Tranche B-1 Revolving Commitments, Incremental Revolving Commitments of any Tranche, Extended Revolving Commitments of any Tranche or Specified Refinancing Revolving Commitments of any Tranche; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swing Line Loans made on the effective date thereof, either (a) the Total Revolving Extensions Dollar Equivalent of Credit would exceed the Total Revolving Commitments or (b) the aggregate principal amount of the Revolving Extensions Loans and Swing Line Loans then outstanding, when added to the sum of Credit, with respect to any Class the then outstanding at such timeL/C Obligations, would exceed the aggregate amount of the Revolving Commitments then in effect with respect and provided, further, that notwithstanding anything to such Class. Any the contrary in this Agreement, the Parent Borrower may condition such notice may state that such notice 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 Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, 5.0 million or a whole multiple of $100,000 1.0 million in excess thereof, thereof and shall reduce permanently the applicable Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Classeffect.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the rightmay, upon not less than three written notice (3or telephonic notice promptly confirmed in writing) Business Days’ notice (an “Optional Termination/Reduction Notice”) to the Administrative Agent, to terminate the Aggregate Revolving Commitments orCommitments, or from time to time, to time permanently reduce the amount of the Aggregate Revolving Commitments; provided that no (i) any such Optional Termination/Reduction 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 $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments of the Revolving Loans made on the effective date thereofhereunder, either (a) the Total Revolving Extensions of Credit Outstandings would exceed the Total Aggregate Revolving Commitments or Commitments, and (biv) if, after giving effect to any reduction of the aggregate Aggregate Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Extensions Commitments, such Letter of Credit, with respect to any Class outstanding at such time, would exceed Credit Sublimit shall be automatically reduced by the aggregate amount of the Revolving Commitments then in effect with respect to such Classexcess. Any Each Optional Termination/Reduction Notice shall be irrevocable; provided, however, that any such notice Optional Termination/Reduction Notice may state that such notice Optional Termination/Reduction Notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case case, such notice Optional Termination/Reduction Notice may be revoked by the Borrower (by giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified effective date) in such Optional Termination/Reduction Notice if such condition is not satisfied. Any such reduction satisfied (and for the avoidance of doubt, the Borrower shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first remain obligated pursuant to the Revolving Commitments terms of this Agreement for any cost, expense or loss (including those arising under Section 10.04) incurred by the Administrative Agent, any Lender, L/C Issuer or other Person in connection with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to Optional Termination/Reduction Notice or revocation thereof). The Administrative Agent will promptly notify the Revolving Commitments Lenders of any Class, any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall apply ratably be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving A-12 Commitments or, and Aggregate Revolving B-12 Commitments of any Class or from time to time, to time permanently reduce the amount of the Revolving such Commitments; provided that no (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of Revolving Commitments shall be permitted in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. The Borrower shall not terminate or reduce the Aggregate Revolving A-12 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A-12 Outstandings would exceed the Aggregate Revolving A-12 Commitments. The Borrower shall not terminate or reduce the Aggregate Revolving B-12 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of the Revolving B-12 Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Aggregate Revolving Commitments B-12 Commitments. If, after giving effect to any reduction of the Aggregate Revolving A-12 Commitments, the Letter of Credit Sublimit or (b) the aggregate Swing Line Sublimit exceeds the amount of the Aggregate Revolving Extensions of CreditA-12 Commitments, with respect to any Class outstanding at such time, would exceed sublimit shall be automatically reduced by the aggregate amount of such excess. The Administrative Agent will promptly notify the Revolving Commitments then in effect with respect to such Class. Any Lenders of any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction of Commitments. Any reduction of Commitments shall apply ratably be applied to the Revolving applicable Commitment of each Lender of the applicable Class according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Commitments shall be paid on the effective date of such Classtermination. All Commitments existing immediately prior to the Amendment No. 56 Effective Date shall be terminated on such date.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, without penalty or premium, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of the Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereofthereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.21), either (a) the Total Revolving Extensions of Credit then outstanding would exceed the lesser of (A) the Total Revolving Commitments or then in effect, and (bB) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments Borrowing Base then in effect with respect to such Class. Any effect; provided that if such notice may state indicates that such notice termination or reduction is conditioned upon on the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice a transaction it may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition transaction is not satisfiedconsummated. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of thereof (or, if the then Total Revolving Commitments are less than $100,000 in excess thereof1,000,000, such lesser amount), and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes effect; provided further, if in connection with any such reduction or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to termination of the Revolving Commitments with respect a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing (if any) pursuant to any Existing Section 2.21. The Borrower shall have the right, without penalty or premium, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the L/C Commitments and second or, from time to such Extended time, to reduce the amount of the L/C Commitments; provided that, with respect to the Revolving Commitments of any Class, any that no such termination or reduction of L/C Commitments shall apply ratably be permitted if, after giving effect thereto, the Total L/C Commitments shall be reduced to an amount that would result in the aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof (or, if the then Total L/C Commitments are less than $1,000,000, such lesser amount), and shall reduce permanently the L/C Commitments then in effect. The Borrower shall have the right, without penalty or premium other than any amounts owing (if any) pursuant to Section 2.21, at any time and from time to time to prepay any Loan in whole or in part, upon not less than three (3) Business Days’ notice to the Revolving Commitment Administrative Agent; provided that if such notice indicates that such prepayment is conditioned on the occurrence of a transaction it may be revoked if such transaction is not consummated. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender of such Classthereof.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, upon not less than three (3) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Initial Revolving Commitments, 138 Incremental Revolving Commitments of any Tranche, the Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche, or, from time to time, to reduce the amount of the Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche, Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swing Line Loans made on the effective date thereof, either (a) the Total Revolving Extensions Dollar Equivalent of Credit would exceed the Total Revolving Commitments or (b) the aggregate principal amount of the Revolving Extensions Loans and Swing Line Loans then outstanding, when added to the sum of Credit, with respect to any Class the then outstanding at such timeL/C Obligations, would exceed the aggregate amount of the Revolving Commitments then in effect with respect and provided, further, that notwithstanding anything to such Class. Any the contrary in this Agreement, the Borrower may condition such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof, thereof and shall reduce permanently the applicable Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Classeffect.

Termination or Reduction of Revolving Commitments. Subject On the earlier to Section 2.22(boccur of (i) the date that is six months from the Original Closing Date and (ii) the date of any issuance of the Capital Stock of Global Signal (other than as a result of the exercise of any options or warrants outstanding on the date hereof or any issuance of Capital Stock in connection with the consummation of the Xxxx Xxxxx Transaction), the aggregate Net Cash Proceeds of which exceed $5,000,0000, the Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to permanently reduce the amount of the Aggregate Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments of the Revolving Loans made on the effective date thereofhereunder, either (a) the Total Revolving Extensions of Credit would to an amount not to exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit$15,000,000. Further, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written 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 irrevocable and shall be received by the Administrative Agent on or not later than 11:00 a.m. five Business Days prior to the specified effective datedate of termination or reduction, (ii) if any such condition is not satisfied. Any such partial reduction shall be in an aggregate amount equal to of $1,000,000, 500,000 or a any whole multiple of $100,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce permanently the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with Outstandings would exceed the Extension Amendment relating to Extended Aggregate Revolving Commitments, first to . The Administrative Agent will promptly notify the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments Lenders of any Class, any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall apply ratably be applied to the Revolving Commitment of each Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, upon not less than three (3) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche, the Extended Revolving Commitments of any Tranche or the Specified Refinancing Revolving Commitments of any Tranche or, from time to time, to reduce the amount of the Initial Revolving Commitments, Incremental Revolving Commitments of any Tranche, Extended Revolving Commitments of any Tranche or Specified Refinancing Revolving Commitments of any Tranche; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swing Line Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate principal amount of the Revolving Extensions Loans and Swing Line Loans then outstanding, when added to the sum of Credit, with respect to any Class the then outstanding at such timeL/C Obligations, would exceed the aggregate amount of the Revolving Commitments then in effect with respect and provided, further, that notwithstanding anything to such Class. Any the contrary in this Agreement, the Borrower may condition such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof, thereof and shall reduce permanently the applicable Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Classeffect.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, without premium or penalty, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of the Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Available Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedCommitment. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of thereof (or, if the then Revolving Commitments are less than $100,000 in excess thereof1,000,000, such lesser amount), and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes effect; provided further, if in connection with any such reduction or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to termination of the Revolving Commitments with respect a SOFR Loan is prepaid on any day other than the Interest Payment Date therefor, the Borrower shall also pay any amounts owing pursuant to any Existing Section 2.21. The Borrower shall have the right, without premium or penalty, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the L/C Commitments and second or, from time to such Extended time, to reduce the amount of the L/C Commitments; provided that, with respect to the Revolving Commitments of any Class, any that no such termination or reduction of L/C Commitments shall apply ratably be permitted if, after giving effect thereto, the Total L/C Commitments shall be reduced to an amount that would result in the Revolving Commitment of each Lender of aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such Class.reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof (or, if the then Total L/C Commitments are less than $1,000,000, such lesser amount), and shall reduce permanently the L/C Commitments then in effect. 2.11

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, upon notice to the Administrative Agent by 11:00 A.M., New York City time, not less than three (3) Business Days’ notice prior to the Administrative Agentrequested date of termination or reduction, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that (i) no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments and (ii) if, after giving effect to any reduction of the Total Revolving Commitments, the L/C Commitment or (b) the aggregate Swingline Sublimit exceeds the amount of the Total Revolving Extensions of CreditCommitments, with respect to any Class outstanding at such timeL/C Commitment or Swingline Sublimit, would exceed as the aggregate case may be, shall be automatically reduced by the amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedexcess. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with effect. The Administrative Agent will promptly notify the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments Lenders of any Class, any such notice of termination or reduction of the Total Revolving Commitments. Any reduction of the Total Revolving Commitments shall apply ratably be applied to the Revolving Commitment of each Lender according to its Percentage. All fees accrued until the effective date of any termination of the Total Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower Representative shall have the right, upon not less than one (1) Business Day’s notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three (3) Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no if any such notice of termination of the Revolving Commitments indicates that such termination is conditioned upon one or more conditions precedent, such notice of termination may be conditioned on and/or revoked if such conditions precedent are not satisfied and any Term SOFR Loan that was the subject of such notice shall be continued as an ABR Loan. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be permitted if, after giving effect thereto and to any prepayments accompanied by prepayment of the Revolving Loans made on and/or Swingline Loans to the effective date thereofextent, either (a) if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments or (b) as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Revolving Extensions Initial Borrower shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)each case, in which case such notice may be revoked by the Borrower (by written notice a manner reasonably satisfactory to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either effect. Each prepayment of the Loans under this Section 2.9 (i) ratably among Classes or except in the case of Revolving Loans that are ABR Loans (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the extent all Revolving Commitments with respect to any Existing Commitments Loans are not being prepaid) and second to such Extended Commitments; provided that, with respect Swingline Loans) shall be accompanied by accrued interest to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender date of such Classprepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the Borrower shall have the rightBorrowers may, upon not less than three (3) Business Days’ notice to the Administrative Agent from the Borrower Agent, to terminate the Aggregate Revolving Commitments orCredit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time, to time permanently reduce the amount Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Revolving CommitmentsSwing Line Sublimit; provided that no (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 of Revolving Commitments shall be permitted in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Loans made Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the Borrower shall have the rightThe Borrowers may, upon not less than three (3) Business Days’ written notice to the Administrative Agent, to terminate the Revolving Commitments orunused Commitments, or from time to time, to time permanently reduce the amount of the Revolving unused Commitments, in each case without premium or penalty; provided that no (i) any such notice shall be received by the Administrative Agent at least five days prior to the date of termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to (ii) any prepayments of the Revolving Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such partial reduction shall be in an aggregate amount equal to of $1,000,000, 5,000,000 or a whole any multiple of $100,000 1,000,000 in excess thereof or, if less, the entire amount thereof, and shall reduce permanently the Revolving Commitments then in . If after giving effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing reduction or termination of Commitments and second to under this Section 2.04, the Letter of Credit Sublimit, the Alternate Currency Sublimit, the Designated Borrower Sublimit, the Swingline Sublimit or the Alternate Currency LC Sublimit exceeds the Aggregate Commitments at such Extended Commitments; provided thattime, with respect to the Revolving Commitments Letter of Credit Sublimit, the Alternate Currency Sublimit, the Designated Borrower Sublimit, the Swingline Sublimit or the Alternate Currency LC Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Class, any such termination or reduction of the Letter of Credit Sublimit, the Swingline Sublimit, the Alternate Currency Sublimit, the Designated Borrower Sublimit, the Alternate Currency LC Sublimit or the Aggregate Commitments under this Section 2.04. The amount of any such reduction of the Aggregate Commitments shall apply ratably not be applied to the Revolving Alternate Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Pro Rata Share of such Classreduction amount. All fees in respect of the Credit Facility accrued until the effective date of any termination of the Credit Facility shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, without penalty or premium, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of the Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereofthereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.16), either (a) the Total Revolving Extensions of Credit then outstanding would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any effect; provided that if such notice may state indicates that such notice termination or reduction is conditioned upon on the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice a transaction it may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition transaction is not satisfiedconsummated. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 500,000 in excess thereofthereof (or, if the then Total Revolving Commitments are less than $1,000,000, or such excess is a lesser multiple, such lesser amount), and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes effect; provided further, if in connection with any such reduction or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to termination of the Revolving Commitments with respect a SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing (if any) pursuant to any Existing Section 2.16. The Borrower shall have the right, without penalty or premium, upon not less than three (3) U.S. Government Securities Business Days’ notice to the Administrative Agent, to terminate the L/C Commitments and second or, from time to such Extended time, to reduce the amount of the L/C Commitments; provided that, with respect to the Revolving Commitments of any Class, any that no such termination or reduction of L/C Commitments shall apply ratably be permitted if, after giving effect thereto, the Total L/C Commitments shall be reduced to an amount that would result in the aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof (or, if the then Total L/C Commitments are less than $1,000,000, or such excess is a lesser multiple, such lesser amount), and shall reduce permanently the L/C Commitments then in effect. The Borrower shall have the right, without penalty or premium other than any amounts owing (if any) pursuant to Section 2.16, at any time and from time to time to prepay any Loan in whole or in part, upon not less than three (3) U.S. Government Securities Business Days’ notice to the Revolving Commitment Administrative Agent; provided that if such notice indicates that such prepayment is conditioned on the occurrence of a transaction it may be revoked if such transaction is not consummated. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender of such Classthereof.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, upon not less than three (3) two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such . Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be permitted if, after giving effect thereto and to any prepayments accompanied by prepayment of the Revolving Loans made on and/or Swingline Loans to the effective date thereofextent, either (a) if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments or (b) as so reduced; provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the Revolving Extensions amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)each case, in which case such notice may be revoked by the Borrower (by written notice a manner reasonably satisfactory to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) effect; provided, further, that if not inconsistent with the Extension Amendment relating to Extended Commitments, first to any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with respect to a Refinancing of the Facilities, such notice of termination may be revoked if such Refinancing is not consummated and any Existing Commitments and second to Eurodollar Loan that was the subject of such Extended Commitments; provided that, with respect notice shall be continued as an ABR Loan. Each prepayment of the Loans under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Commitments of any Class, any such termination or reduction Loans are not being prepaid) and Swingline Loans) shall apply ratably be accompanied by accrued interest to the Revolving Commitment of each Lender date of such Classprepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving AA-1 Commitments or, and Aggregate Revolving BB-1 Commitments of any Class or from time to time, to time permanently reduce the amount of the Revolving such Commitments; provided that no (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of Revolving Commitments shall be permitted in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. The Borrower shall not terminate or reduce the Aggregate Revolving AA-1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving AA-1 Outstandings would exceed the Aggregate Revolving AA-1 Commitments. The Borrower shall not terminate or reduce the Aggregate Revolving BB-1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of the Revolving BB-1 Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Aggregate Revolving Commitments BB-1 Commitments. If, after giving effect to any reduction of the Aggregate Revolving AA-1 Commitments, the Letter of Credit Sublimit or (b) the aggregate Swing Line Sublimit exceeds the amount of the Aggregate Revolving Extensions of CreditAA-1 Commitments, with respect to any Class outstanding at such time, would exceed sublimit shall be automatically reduced by the aggregate amount of such excess. The Administrative Agent will promptly notify the Revolving Commitments then in effect with respect to such Class. Any Lenders of any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction of Commitments. Any reduction of Commitments shall apply ratably be applied to the Revolving applicable Commitment of each Lender of the applicable Class according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Commitments shall be paid on the effective date of such Classtermination. All Commitments existing immediately prior to the Amendment No. 5 Effective Date shall be terminated on such date.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, without penalty or premium, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of the Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereofthereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.18), either (a) the Total Revolving Extensions of Credit then outstanding would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any effect; provided that if such notice may state indicates that such notice termination or reduction is conditioned upon on the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice a transaction it may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition transaction is not satisfiedconsummated. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 500,000 in excess thereofthereof (or, if the then Total Revolving Commitments are less than $1,000,000, or such excess is a lesser multiple, such lesser amount), and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes effect; provided further, if in connection with any such reduction or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to termination of the Revolving Commitments with respect a SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing (if any) pursuant to any Existing Section 2.18. The Borrower shall have the right, without penalty or premium, upon not less than three (3) U.S. Government Securities Business Days’ notice to the Administrative Agent, to terminate the L/C Commitments and second or, from time to such Extended time, to reduce the amount of the L/C Commitments; provided that, with respect to the Revolving Commitments of any Class, any that no such termination or reduction of L/C Commitments shall apply ratably be permitted if, after giving effect thereto, the Total L/C Commitments shall be reduced to an amount that would result in the Revolving Commitment aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of each Lender of $500,000 in excess thereof (or, if the then Total L/C Commitments are less than $1,000,000, or such Class.excess is a lesser multiple, such lesser amount), and shall reduce permanently the L/C Commitments then in effect. 2.8

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the (a) The Borrower shall have the right, upon not less than three (3) two Business Days’ notice to the Administrative Agent, from time to time, to terminate the Revolving Commitments or the 2018 Delayed Draw Tranche A Term Commitments or, from time to time, to reduce the amount of the Revolving Commitments or the 2018 Delayed Draw Tranche A Term Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, either (a) the Total total Revolving Extensions of Credit would exceed the Total total Revolving Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit2018 Delayed Draw Tranche A Term Commitments, with respect to any Class outstanding at such timeas applicable, would exceed the aggregate amount of the Revolving Commitments then in effect with respect effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination under this Section 2.10 if the notice of such Class. Any such notice may state termination stated that such notice is was conditioned upon the occurrence or non-occurrence of any event specified therein (including a transaction or the effectiveness receipt of other credit facilities)a replacement of all, or a portion, of the Revolving Commitments or the 2018 Delayed Draw Tranche A Term Commitments, as applicable, outstanding at such time, 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. Any such reduction (b) Upon the incurrence by the Borrower or any of its Restricted Subsidiaries of any Permitted Refinancing Obligations in respect of Revolving Commitments or Revolving Loans, the Revolving Commitments designated by the Borrower to be terminated in connection therewith shall be in automatically permanently reduced by an amount equal to $1,000,000, or a whole multiple 100% of $100,000 the aggregate principal amount of commitments under such Permitted Refinancing Obligations and any outstanding Revolving Loans in excess thereof, and shall reduce permanently the respect of such terminated Revolving Commitments then shall be repaid in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Class.full. 2.11

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b)(a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Commitments orCommitments, or from time to time, to time permanently reduce the amount of the Aggregate Revolving Commitments; provided that no (i) any such notice shall be received by the Administrative Agent not later than 12:00 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 $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments of the Revolving Loans made on the effective date thereofhereunder, either (aA) the Total Revolving Extensions Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of Letters of Credit would exceed the Total Revolving Commitments or Letter of Credit Sublimit, (bC) the aggregate amount Outstanding Amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, Negotiated Rate Loans would exceed the aggregate Negotiated Rate Sublimit or (D) the Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. 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 Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments then in effect with respect shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to such Class. Any such notice this Section 2.07 may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including 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 written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Class.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, without penalty or premium, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of the Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereofthereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.16), either (a) the Total Revolving Extensions of Credit then outstanding would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any effect; provided that if such notice may state indicates that such notice termination or reduction is conditioned upon on the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice a transaction it may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition transaction is not satisfiedconsummated. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 500,000 in excess thereofthereof (or, if the then Total Revolving Commitments are less than $1,000,000, or such excess is a lesser multiple, such lesser amount), and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes effect; provided further, if in connection with any such reduction or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to termination of the Revolving Commitments with respect a SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing (if any) pursuant to any Existing Section 2.16. The Borrower shall have the right, without penalty or premium, upon not less than three (3) U.S. Government Securities Business Days’ notice to the Administrative Agent, to terminate the L/C Commitments and second or, from time to such Extended time, to reduce the amount of the L/C Commitments; provided that, with respect to the Revolving Commitments of any Class, any that no such termination or reduction of L/C Commitments shall apply ratably be permitted if, after giving effect thereto, the Total L/C Commitments shall be reduced to an amount that would result in the Revolving Commitment aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of each Lender of $500,000 in excess thereof (or, if the then Total L/C Commitments are less than $1,000,000, or such Class.excess is a lesser multiple, such lesser amount), and shall reduce permanently the L/C Commitments then in effect. The Borrower shall have the right, without penalty or premium other than any amounts owing (if any) pursuant to Section 2.16, at any time and from time to

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the Borrower The Borrowers shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of the Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Available Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedCommitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes effect; provided further, if in connection with any such reduction or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to termination of the Revolving Commitments with respect a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to any Existing Section 2.18. The Borrowers shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the L/C Commitments and second or, from time to such Extended time, to reduce the amount of the L/C Commitments; provided that, with respect to the Revolving Commitments of any Class, any that no such termination or reduction of L/C Commitments shall apply ratably be permitted if, after giving effect thereto, the Total L/C Commitments shall be reduced to an amount that would result in the Revolving Commitment of each Lender of aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such Classreduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the L/C Commitments then in effect.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), The Borrower Representative (on behalf of the Borrower Borrowers) shall have the right, upon not less than one Business Day’s notice (to the extent there are no Term Benchmark Loans that are Revolving Loans outstanding at such time) or not less than three (3) Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no if any such notice of termination of the Revolving Commitments indicates that such termination is to be conditioned on one or more conditions precedent, such notice of termination may be revoked or automatically terminated if such conditions precedent are not met. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be permitted if, after giving effect thereto and to any prepayments accompanied by prepayment of the Revolving Loans made on and/or Swingline Loans to the effective date thereofextent, either (a) if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments or (b) as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Revolving Extensions Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)each case, in which case such notice may be revoked by the Borrower (by written notice a manner reasonably satisfactory to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either effect. Each prepayment of the Loans under this Section 2.9 (i) ratably among Classes or except in the case of Revolving Loans that are ABR Loans (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the extent all Revolving Commitments with respect to any Existing Commitments Loans are not being prepaid) and second to such Extended Commitments; provided that, with respect Swingline Loans) shall be accompanied by accrued interest to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender date of such Classprepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Commitments orCommitments, or from time to time, to time permanently reduce the amount of the Aggregate Revolving Commitments; provided that no (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of Ten Million and No/100 Dollars ($10,000,000.00) or any whole multiple of One Million and No/100 Dollars ($1,000,000.00) in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments of the Revolving Loans made on the effective date thereofhereunder, either (a) the Total Revolving Extensions of Credit Outstandings would exceed the Total Aggregate Revolving Commitments Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or (b) the aggregate Swing Line Sublimit exceeds the amount of the Aggregate Revolving Extensions of CreditCommitments, with respect to any Class outstanding at such time, would exceed Sublimit shall be automatically reduced by the aggregate amount of such excess. The Administrative Agent will promptly notify the Revolving Commitments then in effect with respect to such Class. Any Lenders of any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall apply ratably be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower Representative shall have the right, upon not less than one (1) Business Day’s notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three (3) Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no if any such notice of termination of the Revolving Commitments indicates that such termination is conditioned upon one or more conditions precedent, such notice of termination may be conditioned on and/or revoked if such conditions precedent are not satisfied and any Eurodollar Loan that was the subject of such notice shall be continued as an ABR Loan. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be permitted if, after giving effect thereto and to any prepayments accompanied by prepayment of the Revolving Loans made on and/or Swingline Loans to the effective date thereofextent, either (a) if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments or (b) as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Revolving Extensions Initial Borrower shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)each case, in which case such notice may be revoked by the Borrower (by written notice a manner reasonably satisfactory to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either effect. Each prepayment of the Loans under this Section 2.9 (i) ratably among Classes or except in the case of Revolving Loans that are ABR Loans (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the extent all Revolving Commitments with respect to any Existing Commitments Loans are not being prepaid) and second to such Extended Commitments; provided that, with respect Swingline Loans) shall be accompanied by accrued interest to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender date of such Classprepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of the Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either the aggregate amount of (ax) the Total Revolving Extensions of Credit would exceed exceeds the amount of the Total Revolving Commitments then in effect, or (by) the Total Revolving Extensions of Credit (other than the aggregate undrawn amount of all outstanding Letters of Credit) exceeds the amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments Borrowing Base then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedeffect. Any such reduction shall be in an amount equal to $1,000,0001,000,000 (or, if the then Total Revolving Commitments are less than such amount, such lesser amount), or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitmentseffect; provided that, if in connection with respect any such reduction or termination of the Total Revolving Commitments a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.27. The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Revolving Administrative Agent, to terminate the L/C Commitments or, from time to time, to reduce the amount of any Class, any the L/C Commitments; provided that no such termination or reduction of L/C Commitments shall apply ratably be permitted if, after giving effect thereto, the Total L/C Commitments shall be reduced to an amount that would result in the Revolving Commitment of each Lender of aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such Classreduction shall be in an amount equal to $1,000,000 (or, if the then Total L/C Commitments are less than such amount, such lesser amount), or a whole multiple thereof, and shall reduce permanently the L/C Commitments then in effect.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, upon not less than three (3) Business Days’ 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, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either (a) the relevant Total Revolving Extensions of Credit would exceed the relevant Total Revolving Commitments or (b) the aggregate amount Commitments. Any reduction of the Revolving Extensions Commitments shall be allocated to such Revolving Facility as shall be directed by the Borrower. Any such reduction shall be in an amount equal to $10,000,000, or a whole multiple of Credit$1,000,000 in excess thereof, with respect to any Class outstanding at such time, would exceed shall reduce permanently the aggregate amount of the relevant Revolving Commitments then in effect with respect and shall be applied pro rata to such Classthe scheduled reductions thereof. Any such Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Class.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the Borrower shall have the rightThe Borrowers may, upon not less than three (3) Business Days’ written notice to the Administrative Agent, to terminate the Revolving Commitments orunused Commitments, or from time to time, to time permanently reduce the amount of the Revolving unused Commitments, in each case without premium or penalty; provided that no (i) any such notice shall be received by the Administrative Agent at least five days prior to the date of termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to (ii) any prepayments of the Revolving Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such partial reduction shall be in an aggregate amount equal to of $1,000,000, 5,000,000 or a whole any multiple of $100,000 1,000,000 in excess thereof or, if less, the entire amount thereof, and shall reduce permanently the Revolving Commitments then in . If after giving effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing reduction or termination of Commitments and second to under this Section 2.04, the Letter of Credit Sublimit, the Alternate Currency Sublimit, the UK Borrower Sublimit, the Swingline Sublimit or the Alternate Currency LC Sublimit exceeds the Aggregate Commitments at such Extended Commitments; provided thattime, with respect to the Revolving Commitments Letter of Credit Sublimit, the Alternate Currency Sublimit, the UK Borrower Sublimit, the Swingline Sublimit or the Alternate Currency LC Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Class, any such termination or reduction of the Letter of Credit Sublimit, the Swingline Sublimit, the Alternate Currency Sublimit, the UK Borrower Sublimit, the Alternate Currency LC Sublimit or the Aggregate Commitments under this Section 2.04. The amount of any such reduction of the Aggregate Commitments shall apply ratably not be applied to the Revolving Alternate Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Pro Rata Share of such Classreduction amount. All fees in respect of the Credit Facility accrued until the effective date of any termination of the Credit Facility shall be paid on the effective date of such termination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), The Borrower Representative (on behalf of the Borrower Borrowers) shall have the right, upon not less than one Business Day’s notice (to the extent there are no EurocurrencyTerm Benchmark Loans that are Revolving Loans outstanding at such time) or not less than three (3) Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no if any such notice of termination of the Revolving Commitments indicates that such termination is to be conditioned on one or more conditions precedent, such notice of termination may be revoked or automatically terminated if such conditions precedent are not met. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be permitted if, after giving effect thereto and to any prepayments accompanied by prepayment of the Revolving Loans made on and/or Swingline Loans to the effective date thereofextent, either (a) if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments or (b) as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Revolving Extensions Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)each case, in which case such notice may be revoked by the Borrower (by written notice a manner reasonably satisfactory to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either effect. Each prepayment of the Loans under this Section 2.9 (i) ratably among Classes or except in the case of Revolving Loans that are ABR Loans (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the extent all Revolving Commitments with respect to any Existing Commitments Loans are not being prepaid) and second to such Extended Commitments; provided that, with respect Swingline Loans) shall be accompanied by accrued interest to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender date of such Classprepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), The Borrower Representative (on behalf of the Borrower Revolving Borrowers) shall have the right, upon not less than three (3) two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such . Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be permitted if, after giving effect thereto and to any prepayments accompanied by prepayment of the Revolving Loans made on and/or Swingline Loans to the effective date thereofextent, either (a) if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments or (b) as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Revolving Extensions Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)each case, in which case such notice may be revoked by the Borrower (by written notice a manner reasonably satisfactory to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) effect; provided, further, that if not inconsistent with the Extension Amendment relating to Extended Commitments, first to any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with respect to a Refinancing of the Facilities or in connection with the consummation of any Existing Commitments other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and second to any EurocurrencyTerm SOFR Loan denominated in Dollars that was the subject of such Extended Commitments; provided that, with respect notice shall be continued as an ABR Loan. Each prepayment of the Loans under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Commitments of any Class, any such termination or reduction Loans are not being prepaid) and Swingline Loans) shall apply ratably be accompanied by accrued interest to the Revolving Commitment of each Lender date of such Classprepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, right to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided provided, that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments Commitments. Any such reduction shall be in an amount equal to $1,000,000, or (b) the aggregate amount of the Revolving Extensions of Credita whole multiple thereof, with respect to any Class outstanding at such time, would exceed the aggregate amount of and shall reduce permanently the Revolving Commitments then in effect with respect effect. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under this Section 2.7 at least three (3) Business Days prior to the effective date of such Classtermination or reduction, specifying such election and the effective date thereof. Any such Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.7 shall be irrevocable; provided, that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or a specified transaction, 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. Any such termination or reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to shall be permanent. Each reduction of the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to shall be made ratably among the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Lenders in accordance with their respective Revolving Commitment of each Lender of such ClassCommitments.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the Borrower Kimco shall have the right, upon not less than three (3) Business Days’ notice to the Administrative AgentAgent (which shall promptly notify each Lender thereof), to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving CommitmentsTranche A Commitments and/or the Tranche B Commitments (as designated by Kimco); provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments payments of the Revolving Credit Loans made on the effective date thereof, either (ai) the Total Revolving Extensions sum of Credit the Tranche A Exposure of all the Lenders would exceed the Total Revolving Tranche A Commitments or of all the Lenders, (bii) the sum of the Tranche B Exposure of all the Lenders would exceed the Tranche B Commitments of all the Lenders, (iii) the sum of the Revolving Exposure, plus the aggregate principal amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such timeCompetitive Loans then outstanding, would exceed the aggregate amount of the total Revolving Commitments then in effect with respect to such Classor (iv) the Available Commitment of any Lender would be less than zero. Any such notice may state that such notice it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)therein, in which case such notice may be revoked by the applicable Borrower (by written notice to the Administrative Agent on or prior to before the specified effective datedate of reduction or termination) if such condition is not satisfied. Any such reduction (other than, for the avoidance of doubt, pursuant to Section 10.10(a)) shall be in an amount equal to $1,000,000, 50,000,000 or a whole multiple of $100,000 10,000,000 in excess thereof, thereof and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Classeffect.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments, which notice may be conditioned upon the occurrence of any other transaction and, if such condition is not satisfied on or prior to the date specified in such notice, may be revoked by the Borrower; provided provided, that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedCommitments. Any such reduction shall be in an amount equal to $1,000,000500,000, or a whole multiple of $100,000 in excess thereofthereof or the Total Revolving Commitment, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent effect. In furtherance of the foregoing, on the RefinancingThird Amendment Effective Date, immediately upon the borrowing of the Tranche B-46 Term Loans and Tranche B-5 Term Loans and the repayment in full of all Revolving Loans then outstanding and substantially contemporaneously with obtaining Incremental Revolving Commitments in an aggregate principal amount of $350,000,000325,000,000 pursuant to the terms of the SecondThird Amendment Agreement, the Borrower hereby terminates all Revolving Commitments outstanding immediately prior to the establishment of such IncrementalThird Amendment Effective Date shall be deemed refinanced and replaced in full. Unless previously terminated in accordance with the Extension Amendment relating to Extended Commitmentsterms hereof, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to shall automatically terminate on the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such ClassTermination Date.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), The Revolving Commitments hereunder may be permanently reduced in whole or in part by notice from the Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent; provided, that (i) any such notice thereof must be received by 11:00 a.m. at least - (5) Business Days prior to terminate the date of reduction or termination and any such reduction shall be in a minimum principal amount of Ten Million Dollars ($10,000,000) and integral multiples of One Million Dollars ($1,000,000) in excess thereof; (ii) the Revolving Commitments ormay not be reduced to an amount less than the Revolving Obligations then outstanding; and (iii) if, from time after giving effect to timeany reduction of the Revolving Commitments, to reduce the L/C Committed Amount, or the Swing Line Committed Amount exceeds the amount of the Revolving Commitments; provided that no , such termination sublimit or committed amount shall be automatically reduced by the amount of such excess. The Administrative Agent shall give prompt notice to the Lenders, as the case may be, of any such reduction in the Revolving Commitments. The amount of the Aggregate Revolving Commitment reduction shall not be applied to the L/C Committed Amount unless otherwise specified by the Borrower. Any reduction of the Revolving Commitments shall be permitted if, after giving effect thereto and applied to the respective Revolving Commitment of each such Lender according to its Revolving Commitment Percentage thereof. All commitment or other fees accrued until the effective date of any prepayments termination of the Revolving Loans made Commitments shall be paid on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of the Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Available Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedCommitments. Any such reduction shall be in an amount equal to $1,000,000500,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes effect; provided, further, if in connection with any such reduction or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to termination of the Revolving Commitments with respect a SOFR Loan is prepaid on any day other than the Interest Payment Date therefor, the Borrower shall also pay any amounts owing pursuant to any Existing Section 2.21. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the L/C Commitments and second or, from time to such Extended time, to reduce the amount of the L/C Commitments; provided that, with respect to the Revolving Commitments of any Class, any that no such termination or reduction of L/C Commitments shall apply ratably be permitted if, after giving effect thereto, the Total L/C Commitments shall be reduced to an amount that would result in the Revolving Commitment of each Lender of aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such Classreduction shall be in an amount equal to $500,000, or a whole multiple thereof, and shall reduce permanently the L/C Commitments then in effect.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the Borrower shall have the rightThe Company may, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving A Commitments oror the Aggregate Revolving B Commitments, or from time to time, to time permanently reduce in part the amount of Aggregate Revolving A Commitments or the Aggregate Revolving B Commitments; provided that no (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, or upon such lesser number of days as determined by the Administrative Agent in its sole discretion, (ii) any such partial reduction of Revolving Commitments shall be permitted in an aggregate amount of $3,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (iv) the Company shall not terminate or reduce the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of all Revolving B Loans would exceed the Aggregate Revolving B Commitments, (v) if, after giving effect to any reduction of the Aggregate Revolving A Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving A Commitments, such sublimit shall be automatically reduced by the amount of such excess, and (vi) if, after giving effect to any reduction of the Aggregate Revolving B Commitments, the UK Borrower Sublimit exceeds the amount of the Aggregate Revolving B Commitments, such sublimit shall be automatically reduced by the amount of such excess; provided further that if such notice of reduction or termination indicates that such reduction or termination is being made in connection with a prepayment is to be funded with the proceeds of a refinancing or if such reduction or termination is to be made in connection with an acquisition or a transaction involving a Change of Control, such notice 55 of reduction or termination may be revoked (subject to Section 3.05) if the financing, acquisition or Change of Control transaction is not consummated within the period indicated in such notice. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate Revolving A Commitments or the Aggregate Revolving B Commitments. Any reduction of the Aggregate Revolving A Commitments shall be applied to the Revolving A Commitment of each Revolving A Lender according to its Applicable Percentage. Any reduction of the Aggregate Revolving B Commitments shall be applied to the Revolving B Commitment of each Revolving B Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Revolving Loans made A Commitments or the Revolving B Commitments shall be paid on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Parent Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Commitments orCommitments, or from time to time, to time permanently reduce the amount of the Aggregate Revolving Commitments, in each case, in whole or in part, without penalty; provided that no (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three Business Days prior to the date of termination or reduction (it being understood that such notice may state that the termination or reduction of the Aggregate Revolving Commitments is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such termination or reduction may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction), (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 Parent Borrower shall not terminate or reduce the Aggregate Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Loans made Commitments, the Letter of Credit Sublimit or the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitments reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided provided, that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, Credit with respect to any Class outstanding at such time, time would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,0003,000,000, or a whole multiple of $100,000 1,000,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided provided, that, with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender of such Class.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving Commitments orCommitments, or from time to time, to time permanently reduce the amount of the Aggregate Revolving Commitments; provided that no (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of Ten Million and No/100 Dollars ($10,000,000.00) or any whole multiple of One Million and No/100 Dollars ($1,000,000.00) in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments of the Revolving Loans made on the effective date thereofhereunder, either (a) the Total Revolving Extensions of Credit Outstandings would exceed the Total Aggregate Revolving Commitments Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or (b) the aggregate Swing Line Sublimit exceeds the amount of the Aggregate Revolving Extensions of CreditCommitments, with respect to any Class outstanding at such time, would exceed sublimit shall be automatically reduced by the aggregate amount of such excess. The Administrative Agent will promptly notify the Revolving Commitments then in effect with respect to such Class. Any Lenders of any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall apply ratably be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject (a) The Company may, at any time or from time to Section 2.22(b), the Borrower shall have the righttime, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate entirely, or permanently reduce, the Aggregate Revolving Commitments orto an amount not less than the Outstanding Amount of Revolving Loans, from time to time, to reduce the amount of the Revolving CommitmentsSwing Line Loans and L/C Obligations; provided that no (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of Revolving Commitments shall be permitted in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) if, after giving effect thereto and to any prepayments reduction of the Aggregate Revolving Loans made on Commitments, the effective date thereofAlternative Currency Sublimit, either (a) the Total Revolving Extensions Letter of Credit would exceed Sublimit, the Total Revolving Commitments Foreign Borrower Sublimit or (b) any Swing Line Sublimit exceeds the aggregate amount of the Aggregate Revolving Extensions of CreditCommitments, with respect to any Class outstanding at such time, would exceed sublimit shall be automatically reduced by the aggregate amount of such excess. The Administrative Agent will promptly notify the Revolving Commitments then in effect with respect to such Class. Any Lenders of any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall apply ratably not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Pro Rata Share. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the Borrower shall have the rightmay, upon not less than three (3) Business Days’ notice from Borrower to the Administrative Agent, to terminate the aggregate Revolving Commitments orCommitments, or from time to time, to time permanently reduce the amount of the aggregate Revolving Commitments; provided that no (i) any such notice shall be received by Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (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) Borrower shall not terminate or reduce the aggregate Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments of the Revolving Loans made on the effective date thereofhereunder, either (a) the Total Outstandings of Revolving Extensions of Credit would exceed the Total Revolving Commitments or (b) the aggregate amount of the Revolving Extensions of CreditLoan, with respect to any Class outstanding at such time, Swing Line Loans and L/C Obligations would exceed the aggregate Revolving Commitments and (iv) if, after giving effect to any such reduction of the aggregate Revolving Commitments, the L/C Sublimit or the Swing Line Sublimit exceeds the amount of the aggregate Revolving Commitments then in effect with respect to Commitments, such Classsublimit shall be automatically reduced by the amount of such excess. Any Agent will promptly notify the Lenders of any such notice may state that such notice 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of any Class, any such termination or reduction of the aggregate Revolving Commitments. Any reduction of the aggregate Revolving Commitments shall apply ratably be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the aggregate Revolving Commitments shall be paid on the effective date of such Classtermination.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), The Borrower Representative (on behalf of the Borrower Revolving Borrowers) shall have the right, upon not less than three (3) two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such . Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be permitted if, after giving effect thereto and to any prepayments accompanied by prepayment of the Revolving Loans made on and/or Swingline Loans to the effective date thereofextent, either (a) if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments or (b) as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Revolving Extensions Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, with respect to any Class outstanding at such timein each case, would exceed the aggregate amount of the Revolving Commitments then 102 in effect with respect to such Class. Any such notice may state that such notice 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 Borrower (by written notice a manner reasonably satisfactory to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either (i) ratably among Classes or (ii) effect; provided, further, that if not inconsistent with the Extension Amendment relating to Extended Commitments, first to any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with respect to a Refinancing of the Facilities or in connection with the consummation of any Existing Commitments other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and second to any Eurocurrency Loan denominated in Dollars that was the subject of such Extended Commitments; provided that, with respect notice shall be continued as an ABR Loan. Each prepayment of the Loans under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Commitments of any Class, any such termination or reduction Loans are not being prepaid) and Swingline Loans) shall apply ratably be accompanied by accrued interest to the Revolving Commitment of each Lender date of such Classprepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. Subject to Section 2.22(b), the The Borrower Representative shall have the right, upon not less than one (1) Business Day’s notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three (3) Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no if any such notice of termination of the Revolving Commitments indicates that such termination is conditioned upon one or more conditions precedent, such notice of termination may be conditioned on and/or revoked if such conditions precedent are not satisfied and any EurodollarTerm SOFR Loan that was the subject of such notice shall be continued as an ABR Loan. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be permitted if, after giving effect thereto and to any prepayments accompanied by prepayment of the Revolving Loans made on and/or Swingline Loans to the effective date thereofextent, either (a) if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments or (b) as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Revolving Extensions Initial Borrower shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, with respect to any Class outstanding at such time, would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such Class. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)each case, in which case such notice may be revoked by the Borrower (by written notice a manner reasonably satisfactory to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect either effect. Each prepayment of the Loans under this Section 2.9 (i) ratably among Classes or except in the case of Revolving Loans that are 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 ABR Loans (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the extent all Revolving Commitments with respect to any Existing Commitments Loans are not being prepaid) and second to such Extended Commitments; provided that, with respect Swingline Loans) shall be accompanied by accrued interest to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to the Revolving Commitment of each Lender date of such Classprepayment on the amount prepaid.