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

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than 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. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments 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 Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. (a) The Borrower Representative may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans and L/C Obligations; provided that (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 (or such shorter period agreed to by the Administrative Agent), (b) 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 and (c) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Alternative Currency Letter of Credit 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. Any reduction of the Aggregate Revolving Commitments shall 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 behalf the effective date of such termination. (b) The Borrower may terminate the unused amount of the Revolving Borrowers) shall have the right, Commitment of a Defaulting Lender upon not less than two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ prior notice to such Defaulting Lender and the Administrative Agent (in which will promptly notify the other Lenders thereof) and the Aggregate Revolving Commitments shall be reduced by such amount; provided that such termination will not be deemed to be a waiver or release of any other case) to claim the Loan Parties, the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments 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 Borrower Representative shall, to the extent of the balance of Issuer or any Lender may have against such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidDefaulting Lender.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowersa) shall have the rightUnless previously terminated, upon not less than 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 shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate or, from time to time, to reduce reduce, the amount Revolving Commitments of any Class; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of US$1,000,000 and not less than US$5,000,000, (ii) the Borrower shall not terminate or reduce the US Dollar Tranche Revolving Commitments or the Multicurrency Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.12, the sum of the total US Dollar Tranche Revolving Exposures or Multicurrency Tranche Revolving Exposures, as applicable, would exceed the total US Dollar Tranche Revolving Commitments or Multicurrency Tranche Revolving Commitments, as applicable, and (iii) the Borrower shall not terminate or reduce any of the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.12, the sum of the total Revolving Exposures and the total Competitive Loan Exposures would exceed the total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of such a notice, the Administrative Agent shall advise the 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 any of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments 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 Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if of any such notice of termination Class shall be permanent. Each reduction of the Revolving Commitments indicates that such termination is to of any Class shall be made ratably among the applicable Lenders in connection accordance with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject their respective Revolving Commitments of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidClass.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than 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. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 ‎2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments 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 Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such notice shall be continued as an ABR Loan. Each prepayment of the Loans under this Section 2.9 ‎2.9 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. The Subject to Section 2.22(b), the Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two three (3) 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 AgentLender, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments. Any ; provided, that no such termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or Swingline Loans to made on the extenteffective date thereof, if any, that either (a) the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments as so reduced; provided that if or (b) the aggregate Outstanding Amount amount of the Revolving Loans and Swingline Loans Extensions of Credit with respect to any Class outstanding at such time is less than would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such excess Class. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (because L/C Obligations constitute a portion thereofincluding the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative shall, (by written notice to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory Lender on or prior to the Administrative Agentspecified 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 thereof or, if less than $1,000,000, the amount of the Revolving Commitments3,000,000, or a whole multiple of $1,000,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect; providedeffect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, further, that if any such notice of termination of first to the Revolving Commitments indicates that with respect to any Existing Commitments and second to such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidExtended Commitments.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, without penalty or premium, upon not less than two three (3) 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. Any ; provided that no such termination or reduction of the Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or and Swingline Loans to made on the extent, effective date thereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.21), that the Total Revolving Extensions of Credit then outstanding would exceed the amount lesser of (A) the Total Revolving Commitments as so reducedthen in effect, and (B) the Borrowing Base then in effect; provided that if such notice indicates that such termination or reduction is conditioned on the aggregate Outstanding Amount occurrence of Revolving Loans and Swingline Loans at a transaction it may be revoked if such time transaction is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agentnot consummated. Any such reduction shall be in an amount equal to $1,000,000 1,000,000, or a whole multiple thereof (or, if the then Total Revolving Commitments are less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple thereofsuch lesser amount), and shall reduce permanently the Revolving Commitments then in effect; provided, provided further, that if in connection with any such notice of reduction or termination of the 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 (if any) pursuant to 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 or, from time to time, to reduce the amount of the L/C Commitments; provided that no such termination or reduction of L/C Commitments shall 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 Administrative Agent; provided that if such notice indicates that such termination prepayment is to be made in connection with conditioned on the occurrence of a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination transaction it may be revoked if such Refinancing or other event transaction is not consummated and consummated. Upon receipt of any Term SOFR Loan that was such notice, the subject of such notice Administrative Agent 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidpromptly notify each relevant Lender thereof.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the rightmay, upon not less than two Business Days’ written notice (to the extent there are no Revolving Loans outstanding at such timeor telephonic notice promptly confirmed in writing) or not less than three Business Days’ notice (in any other casean “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. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if (i) any such Optional Termination/Reduction Notice shall be received by the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less Administrative Agent not later than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Representative shall, 11:00 a.m. five Business Days prior to the extent date of the balance of termination or reduction, (ii) any such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. Any such partial reduction shall be in an aggregate amount equal to of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or a whole multiple thereof orreduce the Aggregate Revolving Commitments if, if less than $1,000,000after 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 Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, or a whole multiple thereof, and such Letter of Credit Sublimit shall reduce permanently be automatically reduced by the Revolving Commitments then in effectamount of such excess. Each Optional Termination/Reduction Notice shall be irrevocable; provided, furtherhowever, that any such Optional Termination/Reduction Notice may state that such Optional Termination/Reduction Notice is conditioned upon the effectiveness of other credit 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, such Optional Termination/Reduction Notice may be revoked by the Borrower giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified in such Optional Termination/Reduction Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant to the 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 any Optional Termination/Reduction Notice or revocation thereof). The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments indicates that such shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such notice Aggregate Revolving Commitments shall be continued as an ABR Loan. Each prepayment of paid on the Loans under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the effective date of such prepayment on the amount prepaidtermination.

Termination or Reduction of Revolving Commitments. (a) The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than 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. Any ; provided that no such termination or reduction of such Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or Swingline Loans to made on the extenteffective date thereof, if any, that the Total total Revolving Extensions of Credit would exceed the amount of the Total total Revolving Commitments 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 Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative AgentCommitments. Any such partial 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided. (b) If any Specified Refinancing Revolving Commitments shall be incurred, further, that if any such notice of termination the other Revolving Tranches shall be automatically permanently reduced by an amount equal to 100% of the aggregate amount of such Specified Refinancing Revolving Commitments indicates that with such termination is reduction to be made in connection with allocated among such other Revolving Tranches as the Borrower may direct; provided that (i) not less than a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject ratable share of such notice Commitment reduction shall be continued as an ABR Loan. Each prepayment allocated to the Revolving Facility; (ii) if, upon the incurrence of such Specified Refinancing Revolving Commitments, the Loans Borrower does not specify how the Commitment reduction under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans2.10(b) shall be accompanied by accrued interest to the date allocated, then such Commitment reduction shall be allocated ratably among such other Revolving Tranches and (iii) Commitment reductions of each Revolving Tranche shall be applied ratably among all revolving Commitments of such prepayment on the amount prepaidTranche.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two one (1) Business Days’ 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 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 accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments 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 Initial Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. The Subject to Section 2.22(b), the Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two three (3) 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. Any ; provided, that no such termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or and Swingline Loans to made on the extenteffective date thereof, if any, that either (a) the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments as so reduced; provided that if or (b) the aggregate Outstanding Amount amount of the Revolving Loans and Swingline Loans Extensions of Credit with respect to any Class outstanding at such time is less than would exceed the aggregate amount of the Revolving Commitments then in effect with respect to such excess Class. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (because L/C Obligations constitute a portion thereofincluding the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory (by written notice to the Administrative AgentAgent 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 thereof or, if less than $1,000,000, the amount of the Revolving Commitments3,000,000, or a whole multiple of $1,000,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effecteffect 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, furtherthat, that if any such notice of termination of with respect to the Revolving Commitments indicates that of any Class, any such termination is or reduction shall apply ratably to be made in connection with a Refinancing the Revolving Commitment of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject each Lender of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidClass.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two one (1) Business Days’ 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 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 accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments 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 Initial Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two one Business Days’ 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 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 accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments 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 Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) Company shall have the right, upon not less than 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 received not later than 12:00 Noon (Local Time) three Business Days prior to the date of termination (or shorter notice period approved by the Administrative Agent), to terminate the Revolving Commitments Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or, from time to time, to reduce the amount of the Revolving Commitments. Any , the Letter of Credit Sublimit or the Swing Line Sublimit; provided that no such termination or reduction (i) of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or Swingline Loans to made on the extenteffective date thereof, if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments as so reduced; provided that if Commitments, (ii) of the aggregate Letter of Credit Sublimit shall be permitted if, after giving effect thereto, the 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)not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (iii) of the Swing Line Sublimit shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Borrower Representative shall, to Outstanding Amount of Swing Line Loans would exceed the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative AgentSwing Line Sublimit. Any such partial 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments. Notwithstanding the foregoing, further, that if the Company may rescind or postpone any such notice of termination of the Revolving Commitments indicates that if such termination is to be made in connection with would have resulted from a Refinancing refinancing of the Facilities all or in connection with the consummation any portion of any other eventFacility or Facilities, such notice of termination may which refinancing shall not be revoked if such Refinancing consummated or other event is not consummated and any Term SOFR Loan that was the subject of such notice otherwise shall be continued as an ABR Loandelayed. Each prepayment If after giving effect to any reduction or termination of the Loans Revolving Commitments under this Section 2.9 (except in 2.7, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Commitments at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) may be, shall be accompanied automatically reduced by accrued interest to the date amount of such prepayment on the amount prepaidexcess.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, without penalty or premium, upon not less than two three (3) 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. Any ; provided that no such termination or reduction of the Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or and Swingline Loans to made on the extent, effective date thereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.16), that the Total Revolving Extensions of Credit then outstanding would exceed the amount of the Total Revolving Commitments as so reducedthen in effect; provided that if such notice indicates that such termination or reduction is conditioned on the aggregate Outstanding Amount occurrence of Revolving Loans and Swingline Loans at a transaction it may be revoked if such time transaction is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agentnot consummated. Any such reduction shall be in an amount equal to $1,000,000 1,000,000, or a whole multiple of $500,000 in excess thereof (or, if the then Total Revolving Commitments are less than $1,000,000, the amount of the Revolving Commitmentsor such excess is a lesser multiple, or a whole multiple thereofsuch lesser amount), and shall reduce permanently the Revolving Commitments then in effect; provided, provided further, that if in connection with any such notice of reduction or termination of the Revolving Commitments 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 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 or, from time to time, to reduce the amount of the L/C Commitments; provided that no such termination or reduction of L/C Commitments shall 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 Administrative Agent; provided that if such notice indicates that such termination prepayment is to be made in connection with conditioned on the occurrence of a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination transaction it may be revoked if such Refinancing or other event transaction is not consummated and consummated. Upon receipt of any Term SOFR Loan that was such notice, the subject of such notice Administrative Agent 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidpromptly notify each relevant Lender thereof.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than 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. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate Outstanding Amount principal amount of Revolving Loans and Swingline Loans at such time then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other eventFacilities, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Eurodollar Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. (a) The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than 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, from time to time, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments. Any ; provided that no such termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or Swingline Loans to made on the extenteffective date thereof, if any, that the Total total Revolving Extensions of Credit would exceed the amount of the Total total Revolving Commitments 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 Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative AgentCommitments. Any such partial 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 $500,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect; provided. Notwithstanding anything to the contrary contained in this Agreement, further, that if the Borrower may rescind any such notice of termination under this Section 2.10 if the notice of such termination stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the receipt of a replacement of all, or a portion, of the Revolving Commitments indicates that outstanding at such termination is to be made time, in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, which case such notice of termination may be revoked or extended by the Borrower (by written notice to the Administrative Agent on or prior to the specified date) if such Refinancing or other event condition is not consummated satisfied or waived by the Borrower (in its sole discretion). (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 automatically permanently reduced by an amount equal to 100% of the aggregate principal amount of commitments under such Permitted Refinancing Obligations and any Term SOFR Loan that was the subject outstanding Revolving Loans in respect of such notice terminated Revolving Commitments shall be continued as an ABR Loan. Each prepayment of the Loans under this Section 2.9 (except repaid in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidfull.

Termination or Reduction of Revolving Commitments. The Parent Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice (in any other case) 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. Any , 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 pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or Swingline and Swing Line Loans to made on the extenteffective date thereof, if any, that the Total Revolving Extensions Dollar Equivalent of Credit exceed the aggregate principal amount of the Total Revolving Commitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Swing Line Loans at such time is less than then outstanding, when added to the amount sum of such excess (because the then outstanding L/C Obligations constitute a portion thereofObligations, would exceed the Revolving Commitments then in effect and provided, further, that notwithstanding anything to the contrary in this Agreement, the Parent Borrower may condition such notice 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 Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory (by written notice to the Administrative AgentAgent 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 $1.0 million in excess thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple thereof, and shall reduce permanently the applicable Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than 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, right to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments. Any ; provided, that no such termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or Swingline Loans to made on the extenteffective date thereof, if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving Commitments 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 Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative AgentCommitments. 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 thereof, and shall reduce permanently the Revolving Commitments then in 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 termination or reduction, specifying such election and the effective date thereof. 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, further, that if any such a notice of termination of the Revolving Commitments indicates delivered by the Borrower may state that such termination notice is to be made conditioned upon the effectiveness of other credit facilities or a specified transaction, in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, which case such notice of termination may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such Refinancing or other event condition is not consummated and any Term SOFR Loan that was satisfied. Any termination or reduction of the subject of such notice Revolving Commitments shall be continued as an ABR Loanpermanent. Each prepayment reduction of the Loans under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) Commitments shall be accompanied by accrued interest to made ratably among the date of such prepayment on the amount prepaidRevolving Lenders in accordance with their respective Revolving Commitments.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, without penalty or premium, upon not less than two three (3) 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. Any ; provided that no such termination or reduction of the Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or and Swingline Loans to made on the extent, effective date thereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.18), that the Total Revolving Extensions of Credit then outstanding would exceed the amount of the Total Revolving Commitments as so reducedthen in effect; provided that if such notice indicates that such termination or reduction is conditioned on the aggregate Outstanding Amount occurrence of Revolving Loans and Swingline Loans at a transaction it may be revoked if such time transaction is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agentnot consummated. Any such reduction shall be in an amount equal to $1,000,000 1,000,000, or a whole multiple of $500,000 in excess thereof (or, if the then Total Revolving Commitments are less than $1,000,000, the amount of the Revolving Commitmentsor such excess is a lesser multiple, or a whole multiple thereofsuch lesser amount), and shall reduce permanently the Revolving Commitments then in effect; provided, provided further, that if in connection with any such notice of reduction or termination of the Revolving Commitments indicates 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 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 or, from time to time, to reduce the amount of the L/C Commitments; provided that no such termination or reduction of L/C Commitments shall 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 to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other eventlesser multiple, such notice of termination may be revoked if such Refinancing or other event is not consummated lesser amount), and any Term SOFR Loan that was shall reduce permanently the subject of such notice shall be continued as an ABR LoanL/C Commitments then in effect. 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.65 #97570842v91

Termination or Reduction of Revolving Commitments. (a) The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than 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, from time to time, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments. Any Commitments (but shall not be applied to the Swing Line Sublimit except as specified by the Borrower or except as specified in the last sentence of this paragraph (a)); provided that no such termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or Swingline Loans to made on the extenteffective date thereof, if any, that the Total total Revolving Extensions of Credit would exceed the amount of the Total total Revolving Commitments 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 Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative AgentCommitments. Any such partial 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 $500,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect; provided. Notwithstanding anything to the contrary contained in this Agreement, further, that if the Borrower may rescind any such notice of termination under this Section 2.10 if the notice of such termination stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the receipt of a replacement of all, or a portion, of the Revolving Commitments indicates that outstanding at such termination is to be made time, in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, which case such notice of termination may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date) if such Refinancing or other event condition is not consummated satisfied. Any such reduction in the Revolving Commitments below the sum of the principal amount of the Swing Line Sublimit shall result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000) in the Swing Line Sublimit. (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 automatically permanently reduced by an amount equal to 100% of the aggregate principal amount of commitments under such Permitted Refinancing Obligations and any Term SOFR Loan that was the subject outstanding Revolving Loans in respect of such notice terminated Revolving Commitments shall be continued as an ABR Loan. Each prepayment of the Loans under this Section 2.9 (except repaid in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidfull.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than 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) 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. Any ; provided that no such termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or and Swingline Loans to made on the extenteffective date thereof, if any, that the relevant Total Revolving Extensions of Credit would exceed the amount relevant Total Revolving Commitments. Any reduction of the Total Revolving Commitments shall be allocated to such Revolving Facility as so reduced; provided that if shall be directed by 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 Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative AgentBorrower. 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 Commitments10,000,000, or a whole multiple of $1,000,000 in excess thereof, and shall reduce permanently the relevant Revolving Commitments then in effect; providedeffect and shall be applied pro rata to the scheduled reductions thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, further, provided that if any such a notice of termination of the Revolving Commitments indicates delivered by the Borrower may state that such termination notice is to be made conditioned upon the effectiveness of other credit facilities, in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, which case such notice of termination may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such Refinancing or other event condition is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidsatisfied.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice (in any other case) 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. Any , 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 pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or Swingline and Swing Line Loans to made on the extenteffective date thereof, if any, that the Total Revolving Extensions of Credit exceed the aggregate principal amount of the Total Revolving Commitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Swing Line Loans at such time is less than then outstanding, when added to the amount sum of such excess (because the then outstanding L/C Obligations constitute a portion thereof)Obligations, would exceed the Revolving Commitments then in effect and provided, further, that notwithstanding anything to the contrary in this Agreement, the Borrower Representative shall, to may condition such notice upon the extent occurrence or non-occurrence of any event specified therein (including the balance effectiveness of such excess, Collateralize outstanding Letters of Creditother credit facilities), in each case, in a manner reasonably satisfactory which case such notice may be revoked by the Borrower (by written notice to the Administrative AgentAgent 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 $1,000,000 in excess thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple thereof, and shall reduce permanently the applicable Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two three (3) 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. Any ; provided that no such termination or reduction of the Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or and Swingline Loans to made on the extenteffective date thereof, if any, that the aggregate amount of (x) the Total Revolving Extensions of Credit exceed exceeds the amount of the Total Revolving Commitments as so reduced; provided that if then in effect, or (y) the Total Revolving Extensions of Credit (other than the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the undrawn amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such excess, Collateralize all outstanding Letters of Credit, ) exceeds the amount of the Borrowing Base then in each case, in a manner reasonably satisfactory to the Administrative Agenteffect. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof (or, if the then Total Revolving Commitments are less than $1,000,000such amount, the amount of the Revolving Commitmentssuch lesser amount), or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect; providedprovided that, further, that if in connection with any such notice of reduction or termination of the Total Revolving Commitments indicates 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 Administrative Agent, to terminate the L/C Commitments or, from time to time, to reduce the amount of the L/C Commitments; provided that no such termination is or reduction of L/C Commitments shall 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 made in connection with a Refinancing of an amount equal to $1,000,000 (or, if the Facilities or in connection with the consummation of any other eventthen Total L/C Commitments are less than such amount, such notice of termination may be revoked if such Refinancing lesser amount), or other event is not consummated a whole multiple thereof, and any Term SOFR Loan that was shall reduce permanently the subject of such notice shall be continued as an ABR Loan. Each prepayment of the Loans under this Section 2.9 (except L/C Commitments then in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaideffect.

Termination or Reduction of Revolving Commitments. The Parent Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice (in any other case) 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. Any , 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 pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or Swingline and Swing Line Loans to made on the extenteffective date thereof, if any, that the Total Revolving Extensions Dollar Equivalent of Credit exceed the aggregate principal amount of the Total Revolving Commitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Swing Line Loans at such time is less than then outstanding, when added to the amount sum of such excess (because the then outstanding L/C Obligations constitute a portion thereofObligations, would exceed the Revolving Commitments then in effect and provided, further, that notwithstanding anything to the contrary in this Agreement, the Parent Borrower may condition such notice 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 Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory (by written notice to the Administrative AgentAgent 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 $1.0 million in excess thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple thereof, and shall reduce permanently the applicable Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. The Borrower Representative On the earlier to occur of (on behalf i) the date that is six months from the Original Closing Date and (ii) the date of any issuance of the Revolving Borrowers) shall have the right, upon not less Capital Stock of Global Signal (other than 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 as a result of the Revolving Commitments. Any termination exercise of any options or reduction warrants outstanding on the date hereof or any issuance of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments 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 Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or Capital Stock in connection with the consummation of the ▇▇▇▇ ▇▇▇▇▇ Transaction), the aggregate Net Cash Proceeds of which exceed $5,000,0000, the Borrower shall permanently reduce the Aggregate Revolving Commitments, after giving effect thereto and to any other eventconcurrent prepayments hereunder, to an amount not to exceed $15,000,000. Further, the Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be irrevocable and shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $500,000 or any whole multiple of $100,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Outstandings would exceed the Aggregate Revolving Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was reduction of the subject Aggregate Revolving Commitments. Any reduction of such notice the Aggregate Revolving Commitments shall be continued as an ABR Loanapplied to the Revolving Commitment of each Lender according to its Applicable Revolving Percentage. Each prepayment All fees accrued until the effective date of any termination of the Loans under this Section 2.9 (except in the case of Aggregate Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) Commitments shall be accompanied by accrued interest to paid on the effective date of such prepayment on the amount prepaidtermination.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than 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. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments 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 Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term EurocurrencyTerm SOFR Loan denominated in Dollars that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. (a) The Borrower Representative (on behalf of the Revolving Borrowers) shall have the rightCompany may, at any time or from time to time, upon not less than 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 entirely, or permanently reduce, the Aggregate Revolving Commitments or, from time to time, to reduce an amount not less than the amount of the Revolving Commitments. Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans, Swing Line Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), Obligations; provided that (i) any such notice shall be received by the Borrower Representative shall, Administrative Agent not later than 12:00 noon three (3) Business Days prior to the extent date of the balance of termination or reduction, (ii) any such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. Any such partial reduction shall be in an aggregate amount equal to of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Foreign Borrower Sublimit or a whole multiple thereof or, if less than $1,000,000, any Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, or a whole multiple thereof, and such sublimit shall reduce permanently be automatically reduced by the Revolving Commitments then in effect; provided, further, that if 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 Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments indicates that such 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 is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such notice Aggregate Revolving Commitments shall be continued as an ABR Loan. Each prepayment of paid on the Loans under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the effective date of such prepayment termination. (b) The aggregate Term Loan Commitments shall be automatically and permanently reduced to zero on the amount prepaiddate of, and after giving effect to, the Borrowing of the Term Loans.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two one (1) Business Days’ 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 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 accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments 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 Initial Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) Kimco shall have the right, upon not less than two three (3) 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 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 Commitments. Any Tranche A Commitments and/or the Tranche B Commitments (as designated by Kimco); provided that no such termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any payments of the Revolving Credit Loans and/or Swingline Loans to made on the extenteffective date thereof, if any, that (i) the Total Revolving Extensions sum of Credit the Tranche A Exposure of all the Lenders would exceed the Tranche A Commitments of all the Lenders, (ii) 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 Total Competitive Loans then outstanding, would exceed the total Revolving Commitments as so reduced; provided that if then in effect or (iv) the aggregate Outstanding Amount Available Commitment of Revolving Loans and Swingline Loans at such time is any Lender would be less than zero. Any such notice may state that it is conditioned upon the amount occurrence or non-occurrence of such excess (because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Creditany event specified therein, in each case, in a manner reasonably satisfactory which case such notice may be revoked by the applicable Borrower (by written notice to the Administrative AgentAgent on or before the specified date 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 $10,000,000 in excess thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two one Business Days’ 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 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 accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments 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 Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. 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 thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) notice (in any other case) 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. Any , 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 pursuant to this Section 2.9 shall be accompanied by prepayment permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and/or Swingline and Swing Line Loans to made on the extenteffective date thereof, if any, that the Total Revolving Extensions Dollar Equivalent of Credit exceed the aggregate principal amount of the Total Revolving Commitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Swing Line Loans at such time is less than then outstanding, when added to the amount sum of such excess (because the then outstanding L/C Obligations constitute a portion thereof)Obligations, would exceed the Revolving Commitments then in effect and provided, further, that notwithstanding anything to the contrary in this Agreement, the Borrower Representative shall, to may condition such notice upon the extent occurrence or non-occurrence of any event specified therein (including the balance effectiveness of such excess, Collateralize outstanding Letters of Creditother credit facilities), in each case, in a manner reasonably satisfactory which case such notice may be revoked by the Borrower (by written notice to the Administrative AgentAgent 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 $1,000,000 in excess thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple thereof, and shall reduce permanently the applicable Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Term SOFR Loan that was the subject of such 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 Loans are not being prepaid) and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.