Common use of Reduction and Termination Clause in Contracts

Reduction and Termination. (i) The Total Revolving Commitment and the Total Term Commitment shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. (ii) From and after the date on which the Reinvestment Period ends, the Borrower shall have the right at any time to reduce the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (v) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment and the Total Term Commitment shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. (ii) From and after the date on which the Reinvestment Period ends, the Borrower shall have the right at any time to reduce the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans on the Initial Borrowing Date as set forth in Section 2.1, the amounts of the Total Term Commitment shall be reduced to zero. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans as set forth in Section 2.1, the amount of the Total Term Commitment shall be reduced to zero. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two three Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicableS&P, the applicable Rating Agency and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Undrawn Commitment and the Total Term Commitment of each Class A-R Lender shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Class A-R Commitment Period. Upon the making of the Class A-T Loans on the Closing Date, the Class A-T Lenders shall have no obligation to make any additional Class A-T Loans hereunder. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to permanently reduce the Total Revolving Undrawn Commitment or under the Total Term Commitment Class A-R Loans by an amount specified by the Borrower (such amount, the “Undrawn Commitment Reduction Amount”) upon not less than two five Business Days’ (or such shorter period agreed to by the Administrative Agent) prior written notice (in substantially the form as set out in of Exhibit L) H to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency DBRS and the Administrative AgentAgent of any such reduction, which notice shall only be effective upon receipt and shall specify the effective date of such reduction, and on such effective date whereupon the Total Revolving Undrawn Commitment or under the Total Term Commitment Class A-R Loans shall be reduced by the Undrawn Commitment Reduction Amount; provided that Amount on the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts effective date set forth in respect such notice of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expensesreduction. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) and shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Class A-R Commitments of each Revolving Lender or Term Class A-R Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amountamount of any such reduction; provided that no such reduction shall will reduce the Total Revolving Commitment or Total Term Class A-R Commitment below the aggregate outstanding principal amount of the Revolving Class A-R Loans or Term Loans, as applicable, at such time. (iii) Prior to The Total Class A-R Commitment (and the date on which the NonClass A-Call Period endsR Commitment of each Class A-R Lender), the Borrower shall have the right to prepay the Term Loans in whole or in partonce reduced, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall may not be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Dateincreased. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (v) The Borrower will not reduce the Total Revolving Undrawn Commitment or Total Term Commitment of the Class A-R Loans if, after giving effect to such reduction or terminationreduction, such reduction it would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two one Business Days’ Day’s prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicableS&P, the applicable Rating Agency Collateral Agent and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) The Total Revolving Commitment (and the Revolving Commitment of each Lender), once terminated or reduced may not be reinstated. (iv) The Borrower will not reduce the Total Revolving Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall. (v) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole FeeFee (such Make-Whole Fee shall not be payable if the Loans are prepaid in connection with (x) a Permitted Securitization or (y) in the case of a prepayment of Revolving Loans, a prepayment that does not result in a permanent reduction of the Revolving Commitments). From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten five (105) Business Days prior to the related Prepayment Datedate of such prepayment. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (v) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (ia) The Total Revolving Commitment and Subject to the Total Term Commitment shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day provisions of the Commitment Period. (ii) From and after the date on which the Reinvestment Period endsLender Fee Letter, the Borrower shall have Authority may elect to permanently reduce the right at any Commitment Amount from time to reduce time prior to the Total Revolving Commitment Expiration Date then in effect by delivery to the Administrative Agent of a Notice of Termination or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in of Exhibit L) to the Revolving Lenders E hereto which Notice of Termination or the Term Lenders, as applicable, the applicable Rating Agency and the Administrative Agent, which notice Reduction shall specify state the effective date of such termination or reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable; provided, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in fullfurther, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of that (i) each such reduction (1) amount shall be effective only upon receipt by in an amount equal to $50,000,000 (or, if less, the Administrative Agent, (2entire then unused amount thereof) shall permanently reduce (and, or a whole multiple of $1,000,000 in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice excess thereof and (3ii) shall specify following such reduction, the Commitment Reduction Amount; provided that no such reduction Amount shall reduce the Total Revolving Commitment or Total Term Commitment below not be less than the aggregate principal amount of all Term Loans outstanding on the Revolving Loans or Term Loans, as applicable, at date of such timereduction. (iiib) Prior Notwithstanding any provision of this Agreement to the date on which the Non-Call Period endscontrary, the Borrower Authority shall have the right to prepay the Term Loans in whole not terminate or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period endsreplace this Agreement, the Borrower shall have Commitment, the right Commitment Amount and the Available Commitment prior to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered Commitment Expiration Date except upon (i) the payment to the Administrative Agent of all fees, expenses and other amounts payable hereunder and under the Lender Fee Letter, including the Termination Fee, if any, (ii) the payment to the Administrative Agent, for the benefit of the Lenders, of all principal and accrued interest owing on outstanding Loans and the related MTA RANs evidencing and securing such Loans, and (iii) providing the Administrative Agent notice of its intention to do so at least ten thirty (1030) Business Days days prior to the related Prepayment Datedate of such termination or replacement; provided that all payments to the Administrative Agent referred to in clauses (i) and (ii) above shall be made with immediately available funds; provided further, that any such termination of this Agreement, the Commitment, the Commitment Amount and the Available Commitment shall be in compliance with the terms and conditions of this Agreement and the Lender Fee Letter. (ivc) The Total Revolving Unless earlier terminated in accordance with the terms of this Agreement, the Commitments shall terminate on the Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstatedExpiration Date. (v) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans as set forth in Section 2.1, the amount of the Total Term Commitment shall be reduced to zero. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders Lenders, S&P, Fitch or the Term LendersDBRS, as applicable, the applicable Rating Agency and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Class A-R Commitment (and the Total Term Class A-R Commitment of each Class A-R Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Class A-R Commitment Period. The Total Class A-D1 Commitment (and the Class A-D1 Commitment of each Class A-D1 Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Class A-D1 Commitment Period. The Total Class A-D2 Commitment (and the Class A-D2 Commitment of each Class A-D2 Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Class A-D2 Commitment Period. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Class A-R Commitments) the Total Revolving Commitment or the Total Term Class A-R Commitment by an amount specified by the Borrower (such amount, the “Class A-R Commitment Reduction Amount”) upon not less than two Business Days’ prior notice written notice, no later than 2:00 p.m. (New York City time) on such date (in substantially the form attached hereto as set out in Exhibit LJ) to the Revolving Lenders or the Term Lenders, as applicableS&P, the applicable Rating Agency Collateral Agent and the Administrative AgentFacility Agent of any reduction, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Class A-R Commitment shall be reduced by the Class A-R Commitment Reduction Amount; provided that in the Borrower shall only have case of a reduction in full that results in a termination of the right to terminate the Revolving Commitments or the Total Term Commitments if Class A-R Commitments, all amounts in respect of the Revolving Class A-R Loans or Term Loans, as applicable, due and all other Obligations with respect thereto due payable under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agentreceipt, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Class A-R Commitments of each Revolving Lender or Term Class A-R Lender on the date specified in such notice and (3) shall specify the Class A-R Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Class A-R Commitment below the aggregate principal amount of the Revolving Class A-R Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment Each of the MakeTotal Class A-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term R Commitment (and the Revolving Commitment or Term Commitment of each Class A-R Lender), the Total Class A-D1 Commitment (and the Commitment of each Class A-D1 Lender), the Total Class A-D2 Commitment (and the Commitment of each Class A-D2 Lender) and the Total Class A-T Commitment (and the Commitment of each Class A-T Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Class A-R Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (ia) The Total Revolving Commitment and Subject to the Total Term Commitment shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day provisions of the Commitment Period. (ii) From and after the date on which the Reinvestment Period endsFee Letter, the Borrower shall have Authority may elect to permanently reduce the right at any Commitment Amount from time to reduce time prior to the Total Revolving Commitment Expiration Date then in effect by delivery to the Bank of a Notice of Termination or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in of Exhibit L) to the Revolving Lenders E hereto which Notice of Termination or the Term Lenders, as applicable, the applicable Rating Agency and the Administrative Agent, which notice Reduction shall specify state the effective date of such termination or reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable; provided, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in fullfurther, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of that (i) each such reduction (1) amount shall be effective only upon receipt by in an amount equal to $1,000,000 (or, if less, the Administrative Agent, (2entire then unused amount thereof) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice an integral multiple thereof and (3ii) shall specify following such reduction, the Commitment Reduction Amount; provided that no such reduction Amount shall reduce the Total Revolving Commitment or Total Term Commitment below not be less than the aggregate principal amount of the all Revolving Loans or Term Loans, as applicable, at outstanding on the date of such timereduction. (b) Notwithstanding any provision of this Agreement to the contrary, the Authority shall not terminate or replace this Agreement, the Commitment, the Commitment Amount and the Available Commitment prior to the Commitment Expiration Date except upon (i) the payment to the Bank of all fees, expenses and other amounts payable hereunder and under the Fee Letter, including the Termination Fee, if any, (ii) the payment to the Bank of all principal and accrued interest owing on outstanding Revolving Loans and the related MTA RANs evidencing and securing such Revolving Loans, and (iii) Prior providing the Bank notice of its intention to do so at least thirty (30) days prior to the date on which of such termination or replacement; provided that all payments to the Non-Call Period endsBank referred to in clauses (i) and (ii) above shall be made with immediately available funds; provided further, that any such termination of this Agreement, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period endsCommitment, the Borrower shall have Commitment Amount and the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment Available Commitment shall be delivered to in compliance with the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment terms and conditions of this Agreement and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstatedFee Letter. (v) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment and the Total Term Commitment of each Class A-R Lender shall be automatically reduced to zero terminated at 5:00 p.m. (New York City time) on the last day of the Class A-R Commitment Period. Upon the making of the Class A-T Loans on the Closing Date, the Commitment of each Class A-T Lender shall be automatically terminated. Upon the making of the Class B Loans on the Class B Borrowing Date, the Commitment of each Class B Lender shall be automatically terminated. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to permanently reduce the Total Revolving Undrawn Commitment or under the Total Term Commitment Class A-R Loans by an amount specified by the Borrower (such amount, the “Undrawn Commitment Reduction Amount”) upon not less than two five Business Days’ (or such shorter period agreed to by the Administrative Agent) prior written notice (in substantially the form as set out in of Exhibit L) H to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative AgentAgent of any such reduction, which notice shall only be effective upon receipt and shall specify the effective date of such reduction, and on such effective date whereupon the Total Revolving Undrawn Commitment or under the Total Term Commitment Class A-R Loans shall be reduced by the Undrawn Commitment Reduction AmountAmount on the effective date set forth in such notice of reduction; provided that in the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if case of a reduction in full, all amounts in respect of the Revolving Class A Loans or Term Loans, as applicable, due and all other Obligations with respect thereto due payable under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) and shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Class A-R Commitments of each Revolving Lender or Term Class A-R Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amountamount of any such reduction; provided that no such reduction shall will reduce the Total Revolving Commitment or Total Term Class A-R Commitment below the aggregate principal amount of the Revolving Class A-R Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Class A-R Commitment (and the Revolving Commitment or Term Commitment of each Class A-R Lender) and the Total Class B Commitment (and the Commitment of each Class B Lender), once terminated or reduced reduced, may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Undrawn Commitment or Total Term Commitment of the Class A-R Loans if, after giving effect to such reduction or terminationreduction, such reduction it would result in a Commitment Shortfall.

Reduction and Termination. (ia) The Total Revolving Commitment and Subject to the Total Term Commitment shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day provisions of the Commitment Period. (ii) From and after the date on which the Reinvestment Period endsFee Letter, the Borrower shall have Authority may elect to permanently reduce the right at any Commitment Amount from time to reduce time prior to the Total Revolving Commitment Expiration Date then in effect by delivery to the Bank of a Notice of Termination or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in of Exhibit L) to the Revolving Lenders E hereto which Notice of Termination or the Term Lenders, as applicable, the applicable Rating Agency and the Administrative Agent, which notice Reduction shall specify state the effective date of such termination or reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable; provided, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in fullfurther, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of that (i) each such reduction (1) amount shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments an amount equal to or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice an integral multiple thereof and (3ii) shall specify following such reduction, the Commitment Reduction Amount; provided that no such reduction Amount shall reduce the Total Revolving Commitment or Total Term Commitment below not be less than the aggregate principal amount of the all Revolving Loans or Term Loans, as applicable, at outstanding on the date of such timereduction. (b) Notwithstanding any provision of this Agreement to the contrary, the Authority shall not terminate or replace this Agreement, the Commitment, the Commitment Amount and the Available Commitment prior to the Commitment Expiration Date except upon (i) the payment to the Bank of all fees, expenses and other amounts payable hereunder and under the Fee Letter, including the Termination Fee, if any, (ii) the payment to the Bank of all principal and accrued interest owing on outstanding Revolving Loans and the related MTA RANs evidencing and securing such Revolving Loans, and (iii) Prior providing the Bank notice of its intention to do so at least thirty (30) days prior to the date on which of such termination or replacement; provided that all payments to the Non-Call Period endsBank referred to in clauses (i) and (ii) above shall be made with immediately available funds; provided further, that any such termination of this Agreement, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period endsCommitment, the Borrower shall have Commitment Amount and the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment Available Commitment shall be delivered to in compliance with the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment terms and conditions of this Agreement and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstatedFee Letter. (v) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two one Business Days’ Day’s prior written notice (in substantially the form as set out in Exhibit L) J), including a Borrowing Calculation Statement to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that, in case of a reduction in full that results in a termination of the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if Commitments, all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment the Minimum Utilization Fees, the Make-Whole Fees, the Unused Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative AgentAgent of the prior written notice, accompanied by payment of a prepayment fee equal to the Make-Whole Fee, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans on the Initial Borrowing Date and the Reset Amendment Closing Date as set forth in Section 2.1, as applicable, the amounts of the Total Term Commitment shall be reduced to zero. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce the Revolving Commitments (including a reduction in full that results in a termination of the Revolving Commitments) of the Total Revolving Commitment or the Total Term Commitment CommitmentLenders on a pro rata basis (except as set forth in clause (g) below) by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or with respect to the Total Term Commitments applicable Lender if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the earlier to occur of (x) the funding of the Term Loans as set forth in Section 2.1(b) and (y) the end of the Term Loan Commitment Period, the amount of the Total Term Commitment shall be reduced to zero. For the avoidance of doubt, no Term Lender shall have an obligation to make a Term Loan after the Term Loan Commitment Period ends. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the ““Commitment Reduction Amount””) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (v) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment and the Total Term Commitment shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment PeriodPeriod with respect to the Total Revolving Commitment and on the Business Day immediately succeeding the Term Commitment Termination Date with respect to the Total Term Commitment. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (v) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans on the Closing Date as set forth in Section 2.1, the amounts of the Total Term Commitment shall be reduced to zero. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “"Commitment Reduction Amount”") upon not less than two Business Days’ ' prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative AgentAgents, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. The Borrower shall provide notice of the appropriate changes to the Commitment Schedule to the Agents, S&P and the Lenders and the Administrative Agent shall make appropriate entries with respect thereto in the Register. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment and the Total Term Senior Lender Funding Commitment shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment PeriodReinvestment Period End Date. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Total Revolving Commitment or Senior Lender Funding Commitments) the Total Term Senior Lender Funding Commitment by an amount specified by the Borrower (such amount, the “Senior Commitment Reduction Amount”) upon not less than two Business Days’ (or such shorter period agreed to by the Facility Agent) prior notice (in substantially the form as set out in Exhibit L) to the Revolving Senior Lenders or the Term Lenders, as applicable, the applicable Rating Agency and the Administrative AgentFacility Agent of any such reduction, which notice shall specify the effective date of such reduction, and on such effective date whereupon the Total Revolving Commitment or the Total Term Senior Lender Funding Commitment shall be reduced by the Senior Commitment Reduction AmountAmount on the effective date set forth in such notice of reduction; provided that in the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect case of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied a reduction in full, including without limitation all principal, interest, Commitment Fees the Aggregate Senior Lender Termination Amounts and Administrative ExpensesExpenses are paid in full. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) and shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Senior Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amountamount of any such reduction; provided that no such reduction shall will reduce the Total Revolving Commitment or Total Term Senior Lender Funding Commitment below the aggregate principal amount of the Revolving Outstanding Senior Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Senior Lender Funding Commitment (and the Revolving Commitment or Term Commitment of each Senior Lender), once terminated or reduced reduced, may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Senior Lender Funding Commitment if, after giving effect to such reduction or terminationreduction, such reduction it would result in a Commitment Shortfall. (v) At any time during the Reinvestment Period, the Facility Agent may submit a request to the Borrower and the Collateral Manager that any portion (such portion, the “Requested Conversion Portion”) of the outstanding Senior Loans be converted to a term loan equal to such Requested Conversion Portion (a “Converted Portion”). If, on or prior to a proposed Conversion Date, the Borrower has given its prior written consent to conversion of the Requested Conversion Portion as of such Conversion Date, then, on such Conversion Date, the Commitments of such Senior Lender shall be permanently reduced by such Converted Portion and such Converted Portion shall not be re-borrowed at any time. The Facility Agent and the Borrower each agrees to not convert any Requested Conversion Portion if, after giving effect to such conversion, a Commitment Shortfall would exist.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans as set forth in Section 2.1, the amount of the Total Term Commitment shall be reduced to zero. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans on the Closing Date as set forth in Section 2.1, the amounts of the Total Term Commitment shall be reduced to zero. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “"Commitment Reduction Amount”") upon not less than two Business Days’ ' prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative AgentAgents, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender (or, in accordance with Section 2.7(a)(v), the Third Amendment Date Lender) on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. The Borrower shall provide notice of the appropriate changes to the Commitment Schedule to the Agents, S&P and the Lenders and the Administrative Agent shall make appropriate entries with respect thereto in the Register. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall. (v) During the continuance of a Retention Letter Default, (x) if the Third Amendment Date Lender is a Non-Consenting Lender on any date of determination, the Borrower shall have the right to permanently reduce to zero the Revolving Commitment of the Third Amendment Date Lender only and not reduce the Revolving Commitment of any other Lender and (y) if such Retention Letter Default continues and is not waived by the Third Amendment Date Lender or cured within 6 months of the occurrence of the event giving rise to such Retention Letter Default, the Borrower shall permanently reduce to zero the Revolving Commitment of the Third Amendment Date Lender only and not reduce the Revolving Commitment of any other Lender; provided, that if such Retention Letter Default has continued for a period of less than 6 months, any such reduction shall be subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed); provided, further, that any such reduction in Revolving Commitment shall comply with the requirements of Section 2.7(a)(ii).

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans on the Initial Borrowing Date as set forth in Section 2.1, the amounts of the Total Term Commitment shall be reduced to zero. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i1) Notwithstanding anything to the contrary contained herein, the Borrower may at any time, upon at least five Business Days’ written notice thereof (a “Voluntary Commitment Reduction Notice” and the related Commitment Reduction, a “Voluntary Commitment Reduction”) to the Administrative Agent, the Blackstone Asset Based Finance Representative, the U.S. Collateral Agent and KBRA, reduce the Total Commitments in whole or in part; provided that after giving effect to such Voluntary Commitment Reduction, the aggregate principal outstanding amount of the Loans shall not exceed the Total Commitments. (2) The Total Revolving Commitment (and the Total Term Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. the close of business (New York City time) on the last day of the Commitment Period. (ii) From and after the date on which the Reinvestment Period ends, the Borrower shall have the right at any time to reduce the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment Commitments (and the Revolving Commitment or Term Commitment of each Lender), ) once terminated or reduced may not be reinstated. (v4) The In the event of a Voluntary Commitment Reduction (such date, the “Commitment Reduction Date”), the Borrower will not reduce shall also pay (i) all outstanding Administrative Expenses owing to the Total Revolving Commitment or Total Term Commitment Agents and (ii) to the U.S. Collateral Agent, for the ratable account of each of the applicable Lenders, (1) during the period from the Closing Date until the six-month anniversary of the Closing Date, the Make-Whole Amount on the entire amount of the Commitments then being reduced, and (2) at all times thereafter, if, after giving effect to such reduction or terminationVoluntary Commitment Reduction, the Total Commitments of the Lenders are less than $260,000,000, the Make-Whole Amount on an amount equal to the lesser of: (x) the amount of such reduction would result in Commitment Reduction; and (y) the excess of $260,000,000 over the amount of the Total Commitments after giving effect to such Voluntary Commitment Reduction; provided that no Make-Whole Amount shall be due if such Commitment Reduction occurs more than two years following the Closing Date. Upon receipt of a Voluntary Commitment ShortfallReduction Notice from the Borrower pursuant to Section 2.7(a), the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Xxxxxx’s ratable share (if any) of the related Voluntary Commitment Reduction.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans on the Initial Borrowing Date and the Amendment Closing Date as set forth in Section 2.1, as applicable, the amounts of the Total Term Commitment shall be reduced to zero. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time.. 726098183 47 730008998.8 17559657 47 (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans on the Initial Borrowing Date and the Reset Amendment Closing Date as set forth in Section 2.1, as applicable, the amounts of the Total Term Commitment shall be reduced to zero. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “”Commitment Reduction Amount””) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the earlier to occur of (x) the funding of the Term Loans as set forth in Section 2.1(b) and (y) the end of the Term Loan Commitment Period, the amount of the Total Term Commitment shall be reduced to zero. For the avoidance of doubt, no Term Lender shall have an obligation to make a Term Loan after the Term Loan Commitment Period ends. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (i) The Total Revolving Commitment (and the Total Term Revolving Commitment of each Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. Upon the funding of the Term Loans on the Initial Borrowing Date and the Reset Amendment Closing Date as set forth in Section 2.1, as applicable, the amounts of the Total Term Commitment shall be reduced to zero. (ii) From and after the date on which the Reinvestment Period ends, the The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Commitments) the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency S&P and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Commitment shall be reduced by the Commitment Reduction Amount; provided that the Borrower shall only have the right to terminate the Revolving Commitments or the Total Term Commitments if all amounts in respect of the Revolving Loans or Term Loans, as applicable, and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender on the date specified in such notice and (3) shall specify the Commitment Reduction Amount; provided that no such reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount of the Revolving Loans or Term Loans, as applicable, at such time. (iii) Prior to the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part, upon payment of the Make-Whole Fee. From and after the date on which the Non-Call Period ends, the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment Date. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (viv) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

Reduction and Termination. (ia) The Total Revolving Commitment and the Total Term Commitment shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Commitment Period. (ii) From and after the date on which the Reinvestment Period ends, the Borrower shall have the right at any time to reduce the Total Revolving Commitment or the Total Term Commitment by an amount specified by the Borrower (such amount, the “Commitment Reduction Amount”) upon not less than two Business Days’ prior notice (in substantially the form as set out in Exhibit L) to the Revolving Lenders or the Term Lenders, as applicable, the applicable Rating Agency and the Administrative Agent, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Commitment or the Total Term Available Commitment shall be reduced from time to time as requested by the Agency within three (3) days of the Agency’s written notice to the Bank requesting such reduction in the form of Exhibit E hereto; provided, that (i) each such reduction amount shall be in an amount equal to $500,000 or an integral multiple of $100,000 in excess thereof, and (ii) any reduction in the Available Commitment Reduction Amountshall not be effective until the Bank delivers to the Agency a notice in the form attached hereto as Exhibit F reflecting such reduction. (b) The Agency may at any time and at its sole option terminate the Commitment and reduce the Available Commitment to zero upon three (3) days’ prior written notice to the Bank in the form of Exhibit E hereto; provided provided, that any termination of the Borrower Commitment and reduction of the Available Commitment to zero shall only have not be effective until the right Bank delivers to the Agency a notice in the form attached hereto as Exhibit G reflecting such termination. As a condition to any such termination, the Agency shall pay or cause to be paid all Payment Obligations owed to the Bank. (c) Notwithstanding any provision of the Agreement or any Revolving Loan to the contrary, the Agency agrees not to terminate or permanently reduce the Revolving Commitments or Commitment prior to the Total Term Commitments if all amounts in respect first anniversary of the Revolving Loans Effective Date, except upon the payment by the Agency to the Bank of the Termination Fee or Term Loansa Reduction Fee, as applicable, and all other Obligations described below; (d) The Agency hereby agrees to pay to the Bank a Termination Fee in connection with respect thereto due under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, termination of the Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt by the Administrative Agent, Agency as set forth in this paragraph and paragraph (2e) shall permanently reduce below in an amount equal to the product of (and, in the case of a reduction in full, shall terminateA) the Revolving Commitments or Term Commitments of each Revolving Lender or Term Lender Commitment Fee Rate in effect on the date specified of termination, (B) the Available Commitment in such notice effect on the date of termination, and (3C) shall specify a fraction, the numerator of which is equal to the number of days from and including the date of such termination to and including the first anniversary of the Effective Date and the denominator of which is 360 (the “Termination Fee”), payable on the date the Commitment Reduction Amountis terminated or replaced; provided that no such and (e) the Agency hereby agrees to pay to the Bank a reduction shall reduce the Total Revolving Commitment or Total Term Commitment below the aggregate principal amount fee in connection with each and every permanent reduction of the Revolving Loans or Term Loans, Available Commitment of the Line of Credit by the Agency as applicable, at such time. set forth in paragraph (iiid) Prior above in an amount equal to the product of (A) the Commitment Fee Rate in effect pursuant to paragraph (a) above on the date on which of such permanent reduction, (B) the Non-Call Period endsdifference between the Commitment Amount (without regard to any reductions thereof that may be reinstated pursuant to the terms of the Line of Credit) prior to such permanent reduction and the Commitment Amount (without regard to any reductions thereof that may be reinstated pursuant to the terms of the Line of Credit) after such permanent reduction, and (C) a fraction, the Borrower shall have numerator of which is equal to the right number of days from and including the date of such permanent reduction to prepay and including the Term Loans in whole or in part, upon payment first anniversary of the Make-Whole Effective Date and the denominator of which is 360 (the “Reduction Fee. From and after ”), payable on the date on which the Non-Call Period ends, Commitment Amount of the Borrower shall have the right to prepay the Term Loans in whole or in part without penalty. Notice Line of such prepayment shall be delivered to the Administrative Agent at least ten (10) Business Days prior to the related Prepayment DateCredit is permanently reduced. (iv) The Total Revolving Commitment and the Total Term Commitment (and the Revolving Commitment or Term Commitment of each Lender), once terminated or reduced may not be reinstated. (v) The Borrower will not reduce the Total Revolving Commitment or Total Term Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.