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

Termination or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by the Borrower pursuant to this Section 2.9 shall be irrevocable; provided, that a notice to terminate the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof.

Termination or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments, in each case, without premium or penalty; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by Following an Extension Request pursuant to Section 2.17, the Borrower pursuant to this Section 2.9 shall be irrevocable; provided, that a notice to may terminate the Revolving Commitments delivered by of the Non-Extending Lenders; provided that the Borrower may state that shall prepay the Revolving Loans of such notice is conditioned upon Non-Extending Lenders but not any other Lenders on the effectiveness effective date of such termination, together with accrued but unpaid interest and fees thereon and all other credit facilities or a Change in Control, in either case, which amounts then payable hereunder to such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofNon-Extending Lenders.

Termination or Reduction of Revolving Commitments. The Subject to Section 2.22(b), the Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any Commitments or (b) the aggregate amount of the Revolving Extensions of Credit with respect to any Class outstanding at such reduction shall be in an time would exceed the aggregate amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently of the Revolving Commitments then in effecteffect with respect to such Class. Each Any such notice delivered by the Borrower pursuant to this Section 2.9 shall be irrevocable; provided, that a notice to terminate the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities or a Change in Controlfacilities), in either case, which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding Any such reduction shall be in an amount equal to $3,000,000, or a whole multiple of $1,000,000 in excess thereof, and shall reduce permanently the foregoingRevolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the revocation Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of a any Class, any such termination notice or reduction shall not affect apply ratably to the Borrower’s obligation to indemnify any Revolving Commitment of each Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofof such Class.

Termination or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by Following an Extension Request pursuant to Section 2.17, the Borrower pursuant to this Section 2.9 shall be irrevocable; provided, that a notice to may terminate the Revolving Commitments delivered by of the Non-Extending Lenders; provided that the Borrower may state that shall prepay the Revolving Loans of such notice is conditioned upon Non-Extending Lenders on the effectiveness effective date of such termination, together with accrued but unpaid interest and fees thereon and all other credit facilities or a Change in Control, in either case, which amounts then payable hereunder to such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofNon-Extending Lenders.

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such . Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be permitted if, after giving effect thereto and to any prepayments accompanied by prepayment of the Revolving Loans and and/or Swingline Loans made on to the effective date thereofextent, if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving CommitmentsCommitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any Eurocurrency Loan denominated in Dollars that was the subject of such notice shall be continued as an ABR Loan. Each notice delivered by prepayment of the Borrower pursuant to Loans under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be irrevocable; provided, that a notice to terminate the Revolving Commitments delivered accompanied by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by notice accrued interest to the Administrative Agent date of such prepayment on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofamount prepaid.

Termination or Reduction of Revolving Commitments. The Subject to Section 2.22(b), the Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any Commitments or (b) the aggregate amount of the Revolving Extensions of Credit, with respect to any Class outstanding at such reduction shall be in an time, would exceed the aggregate amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently of the Revolving Commitments then in effecteffect with respect to such Class. Each Any such notice delivered by the Borrower pursuant to this Section 2.9 shall be irrevocable; provided, that a notice to terminate the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities or a Change in Controlfacilities), in either case, which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the foregoingRevolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the revocation Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided that, with respect to the Revolving Commitments of a any Class, any such termination notice or reduction shall not affect apply ratably to the Borrower’s obligation to indemnify any Revolving Commitment of each Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofof such Class.

Termination or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Total Revolving Commitments or, from time to time, to reduce the amount of the Total Revolving Commitments; provided that no such termination or reduction of Total Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,00010,000,000, or a whole multiple multiples of $2,500,000 in excess thereof, and shall shall, subject to Section 2.14, permanently reduce permanently the Total Revolving Commitments then in effect. Each Notwithstanding the foregoing, any notice of termination delivered by the Borrower pursuant to this Section 2.9 shall be irrevocable; provided, that a notice to terminate in connection with any refinancing of all of the Revolving Commitments delivered by Loans with the Borrower proceeds of such refinancing or of any incurrence of Indebtedness, may state that such notice is conditioned be, if expressly so stated to be, contingent upon the effectiveness consummation of other credit facilities such refinancing or a Change in Control, in either case, which such notice incurrence and may be revoked by the Borrower (by notice to in the Administrative Agent on or prior to the specified effective date) if event such condition refinancing is not satisfied. Notwithstanding consummated (provided that the foregoing, the revocation failure of a termination notice such contingency shall not affect relieve the Borrower’s obligation to indemnify any Lender Borrower from its obligations in accordance with respect thereof under Section 2.20 for any loss or expense sustained or incurred as a consequence thereof3.11).

Termination or Reduction of Revolving Commitments. The Borrower Company shall have the right, upon not less than three Business Days’ notice (or shorter notice period approved by the Administrative Agent) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by the Borrower pursuant to this Section 2.9 shall be irrevocable; provided, that a notice to terminate reduction of the Revolving Commitments delivered by shall be made ratably among the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change Revolving Lenders in Control, in either case, which such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedaccordance with their respective Revolving Commitments. Notwithstanding the foregoing, the revocation Company may rescind or postpone any notice of termination of the Revolving Commitments if such termination would have resulted from a termination notice refinancing of all or any portion of any Facility or Facilities, which refinancing shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss be consummated or expense sustained or incurred as a consequence thereofotherwise shall be delayed.

Termination or Reduction of Revolving Commitments. The Borrower shall have the right, without penalty or premium, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of the Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereofthereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.21), the Total Revolving Extensions of Credit then outstanding would exceed the lesser of (A) the Total Revolving CommitmentsCommitments then in effect, and (B) the Borrowing Base then in effect; provided that if such notice indicates that such termination or reduction is conditioned on the occurrence of a transaction it may be revoked if such transaction is not consummated. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereofthereof (or, if the then Total Revolving Commitments are less than $1,000,000, such lesser amount), and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by the Borrower pursuant to this Section 2.9 shall be irrevocable; providedprovided further, that a notice to terminate if in connection with any such reduction or termination of the Revolving Commitments delivered by a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower shall also pay any amounts owing (by notice if any) pursuant to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.

Termination or Reduction of Revolving Commitments. The Borrower Borrowers shall have the right, upon not less than three (3) Business Days’ notice by the Borrower Representative to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Aggregate Outstanding Revolving Extensions of Credit would exceed the Total Revolving Commitments; provided, further, that any such notice of reduction of the Revolving Commitments may be conditioned upon the effectiveness of other credit facilities or the closing of an acquisition or divestiture transaction, in which case such notice may be revoked by the Borrower Representative. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by All fees in respect of the Borrower pursuant to this Section 2.9 Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be irrevocable; provided, that a notice to terminate paid on the Revolving Commitments delivered by the Borrower may state that effective date of such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereoftermination.

Termination or Reduction of Revolving Commitments. (a) The Borrower shall have the right, upon not less than three two Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total total Revolving Extensions of Credit would exceed the Total total Revolving Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by Notwithstanding anything to the contrary contained in this Agreement, the Borrower pursuant to may rescind any notice of termination under this Section 2.9 shall be irrevocable; provided2.10 if the notice of such termination stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the receipt of a replacement of all, that or a notice to terminate portion, of the Revolving Commitments delivered by the Borrower may state that outstanding at such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controltime, in either case, which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding . (b) Upon the foregoingincurrence by the Borrower or any of its Restricted Subsidiaries of any Permitted Refinancing Obligations in respect of Revolving Commitments or Revolving Loans, the revocation Revolving Commitments designated by the Borrower to be terminated in connection therewith shall be automatically permanently reduced by an amount equal to 100% of a termination notice the aggregate principal amount of commitments under such Permitted Refinancing Obligations and any outstanding Revolving Loans in respect of such terminated Revolving Commitments shall not affect the Borrower’s obligation to indemnify any Lender be repaid in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereoffull.

Termination or Reduction of Revolving Commitments. (a) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Each . (b) A notice delivered by of termination of the Borrower pursuant to this Section 2.9 shall be irrevocable; provided, that a notice to terminate the Revolving Commitments delivered by the Borrower under this Section 2.9 may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controlother transactions, in either case, which case such notice may may, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding . (c) The Initial Term Commitments shall automatically terminate on the foregoing, earlier to occur of (i) the revocation making of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofInitial Term Loans and (ii) 5:00 P.M. New York City time on the first Business Day after the Closing Date.

Termination or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by the Borrower pursuant to Notwithstanding anything in this Section 2.9 shall be irrevocable; provided2.7 or Section 2.8 to the contrary, that a notice to terminate the Revolving Commitments delivered by the Borrower may state rescind any notice of termination and notice of prepayment in full of the Loans and Commitments of all the Lenders under this Section 2.7 and Section 2.8, in each case that states such notice is conditioned upon the effectiveness of other credit facilities or the refinancing of the Loans, not later than 1:00 P.M., New York City time, on the Business Day before such termination and prepayment was scheduled to take place if such termination and prepayment would have resulted from a Change in Control, in either caserefinancing of the Loans, which such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice financing shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss be consummated or expense sustained or incurred as a consequence thereofshall otherwise be delayed.

Termination or Reduction of Revolving Commitments. The Subject to Section 2.22(b), the Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided provided, that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, either (a) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any Commitments or (b) the aggregate amount of the Revolving Extensions of Credit with respect to any Class outstanding at such reduction shall be in an time would exceed the aggregate amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently of the Revolving Commitments then in effecteffect with respect to such Class. Each Any such notice delivered by the Borrower pursuant to this Section 2.9 shall be irrevocable; provided, that a notice to terminate the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities or a Change in Controlfacilities), in either case, which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding Any such reduction shall be in an amount equal to $3,000,000, or a whole multiple of $1,000,000 in excess thereof, and shall reduce permanently the foregoingRevolving Commitments then in effect either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Commitments, first to the revocation Revolving Commitments with respect to any Existing Commitments and second to such Extended Commitments; provided, that, with respect to the Revolving Commitments of a any Class, any such termination notice or reduction shall not affect apply ratably to the Borrower’s obligation to indemnify any Revolving Commitment of each Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofof such Class.

Termination or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by the Borrower pursuant to this Section 2.9 shall be irrevocable; provided, that a notice to terminate the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof.notice

Termination or Reduction of Revolving Commitments. The Borrower Representative (on behalf of the Revolving Borrowers) shall have the right, upon not less than two Business Days’ notice (to the extent there are no Revolving Loans outstanding at such time) or not less than three Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such . Any termination or reduction of Revolving Commitments pursuant to this Section 2.9 shall be permitted if, after giving effect thereto and to any prepayments accompanied by prepayment of the Revolving Loans and and/or Swingline Loans made on to the effective date thereofextent, if any, that the Total Revolving Extensions of Credit would exceed the amount of the Total Revolving CommitmentsCommitments as so reduced; provided that if the aggregate Outstanding Amount of Revolving Loans and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding Letters of Credit, in each case, in a manner reasonably satisfactory to the Administrative Agent. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of the Revolving Commitments, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect; provided, further, that if any such notice of termination of the Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities or in connection with the consummation of any other event, such notice of termination may be revoked if such Refinancing or other event is not consummated and any EurocurrencyTerm SOFR Loan denominated in Dollars that was the subject of such notice shall be continued as an ABR Loan. Each notice delivered by prepayment of the Borrower pursuant to Loans under this Section 2.9 (except in the case of Revolving Loans that are ABR Loans (to the extent all Revolving Loans are not being prepaid) and Swingline Loans) shall be irrevocable; provided, that a notice to terminate the Revolving Commitments delivered accompanied by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by notice accrued interest to the Administrative Agent date of such prepayment on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofamount prepaid.

Termination or Reduction of Revolving Commitments. (a) The Borrower shall have the right, upon not less than three two Business Days’ notice to the Administrative Agent, from time to time, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total total Revolving Extensions of Credit would exceed the Total total Revolving Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by Notwithstanding anything to the contrary contained in this Agreement, the Borrower pursuant to may rescind any notice of termination under this Section 2.9 shall be irrevocable; provided2.10 if the notice of such termination stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the receipt of a replacement of all, that or a notice to terminate portion, of the Revolving Commitments delivered by the Borrower may state that outstanding at such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controltime, in either case, which case such notice may be revoked or extended by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding satisfied or waived by the foregoingBorrower (in its sole discretion). (b) Upon the incurrence by the Borrower or any of its Restricted Subsidiaries of any Permitted Refinancing Obligations in respect of Revolving Commitments or Revolving Loans, the revocation Revolving Commitments designated by the Borrower to be terminated in connection therewith shall be automatically permanently reduced by an amount equal to 100% of a termination notice the aggregate principal amount of commitments under such Permitted Refinancing Obligations and any outstanding Revolving Loans in respect of such terminated Revolving Commitments shall not affect the Borrower’s obligation to indemnify any Lender be repaid in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereoffull.

Termination or Reduction of Revolving Commitments. The Parentapplicable Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or the 2021 Delayed Draw Term Commitments or, from time to time, to reduce the amount of the Revolving Commitments or the 2021 Delayed Draw Term Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, if after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Revolvingapplicable Commitments then in effect. Each Any notice delivered of termination given by the Borrower pursuant to this Section 2.9 shall be irrevocable; provided, that a notice to terminate the Revolving Commitments delivered by the Parentapplicable Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controlcapital raising, in either case, which case such notice may be revoked by the Parentsuch applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof.

Termination or Reduction of Revolving Commitments. The Borrower Company shall have the right, upon not less than three Business Days’ ' notice to the Administrative Agent, to terminate the Dollar Revolving Commitments or Multicurrency Revolving Commitments or, from time to time, to reduce the amount of the Dollar Revolving Commitments or Multicurrency Revolving Commitments; provided that (a) no such termination or reduction of Dollar Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Dollar Revolving Loans and Swingline Loans made on the effective date thereof, the Total Dollar Revolving Extensions of Credit would exceed the Total Dollar Revolving Commitments and (b) no such termination or reduction of Multicurrency Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Multicurrency Revolving Loans made on the effective date thereof, the Total Multicurrency Extensions of Credit would exceed the Total Multicurrency Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by the Borrower Company pursuant to this Section 2.9 shall be irrevocable; provided, provided that a notice to terminate of termination of the Dollar Revolving Commitments or Multicurrency Revolving Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controlfacilities, in either case, which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof.

Termination or Reduction of Revolving Commitments. The Borrower shall have the right, without penalty or premium, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of the Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereofthereof (which prepayments may be made without penalty or premium other than any amounts owing (if any) pursuant to Section 2.16), the Total Revolving Extensions of Credit then outstanding would exceed the Total Revolving CommitmentsCommitments then in effect; provided that if such notice indicates that such termination or reduction is conditioned on the occurrence of a transaction it may be revoked if such transaction is not consummated. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereofof $500,000 in excess thereof (or, if the then Total Revolving Commitments are less than $1,000,000, or such excess is a lesser multiple, such lesser amount), and shall reduce permanently the Revolving Commitments then in effect. Each notice delivered by the Borrower pursuant to this Section 2.9 shall be irrevocable; providedprovided further, that a notice to terminate if in connection with any such reduction or termination of the Revolving Commitments delivered by a SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower shall also pay any amounts owing (by notice if any) pursuant to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.