Common use of Permanent Reduction of Facility Amount Clause in Contracts

Permanent Reduction of Facility Amount. (a) The Borrower may at any time upon five Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Agent and the Collateral Agent, permanently reduce the Facility Amount, subject to Section 2.5(c), in whole or in part, upon payment of any Daily Commitment Fees, by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans (after giving effect to any concurrent prepayment thereof); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, will equal the newly reduced Facility Amount. (b) The Borrower may upon at least two (2) Business Days’ notice (which notice may be conditional, and shall contain a certificate of an authorized officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent), prepay and permanently reduce all or any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the applicable Principal Collection Account) together with accrued interest (including any accrued and unpaid interest amounts) thereon and fees owing under the Fee Letter, if any, up to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amounts; provided that, no such fees owing under the Fee Letter that would otherwise be payable in connection with a prepayment and permanent reduction of the Loans then outstanding shall be payable if a Non-Approval Event has occurred and is continuing. Any prepayments of Loans made pursuant to this Section 2.5(b) shall (y) be allocated between the Revolving Loans and the Term Loans based on, with respect to principal, the Principal Allocation Formula, and with respect to interest and any other payments on a pro rata basis and (x) result in the reduction and termination, of the Revolving Commitments and Term Commitments on a dollar-for-dollar basis. (c) In connection with any prepayment or cancellation of Commitments pursuant to this Section 2.5, any Lender affiliated with the Agent (and the Agent itself) shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent).

Permanent Reduction of Facility Amount. (a) The Borrower may at any time upon five Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Agent and the Collateral Agent, permanently reduce the Facility Amount, subject to Section 2.5(c2.5(d), in whole or in part, upon payment of any Daily Commitment Fees, by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans (after giving effect to any concurrent prepayment thereof); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, will equal the newly reduced Facility Amount. (b) As a condition precedent to any permanent reduction of the Facility Amount pursuant to Section 2.5(a), the Borrower shall pay to the related Lender Agents, for the respective accounts of the Lenders, any applicable Prepayment Fee. (c) The Borrower may upon at least two (2) Business Days’ notice (which notice may be conditional, and shall contain a certificate of an authorized officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.5(b2.5(c) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent), prepay and permanently reduce all or any portion of the Loans then outstanding, subject to the payment of the applicable Prepayment Fee, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the applicable Collection Account constituting Principal Collection AccountCollections) together with accrued interest Interest (including any accrued and unpaid interest Interest amounts) thereon and fees owing under the Fee LetterDaily Commitment Fees, if anyapplicable, up thereon to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amounts); provided that, no such fees owing under the Fee Letter that would otherwise be payable in connection with a prepayment and permanent reduction of the Loans then outstanding shall be payable if a Non-Approval Event has occurred and is continuing. Any any prepayments of Loans made pursuant to this Section 2.5(b) clause shall (y) be allocated between the Revolving Loans and the Term Loans based on, with respect to principal, the Principal Allocation Formula, and with respect to interest Interest and any other payments on a pro rata basis and (x) result in the reduction and termination, of the Revolving Commitments and Term Commitments on a dollar-for-dollar basis. (cd) In connection with any prepayment or cancellation of Commitments pursuant to this Section 2.5, any Lender affiliated with the Agent (and the Agent itself) shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent).

Permanent Reduction of Facility Amount. (a) The Borrower may at any time upon five Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Facility Agent and (with a copy to the Collateral Agent), permanently reduce the Facility Amount, subject to Section 2.5(c), Amount (i) in whole or in part, part upon payment in full (in accordance with Section 2.4) of any Daily Commitment Fees, the Advances Outstanding or (ii) in part by any pro rata forma amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans Advances Outstanding (after giving effect to any concurrent prepayment thereof); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Committed Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, Commitments will equal the newly reduced Facility Amount. (b) The Borrower may upon at least two (2) Business Days’ notice (which notice may be conditional, and shall contain As a certificate of an authorized officer of the Borrower certifying as condition precedent to the satisfaction of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent), prepay and permanently reduce all or any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the applicable Principal Collection Account) together with accrued interest (including any accrued and unpaid interest amounts) thereon and fees owing under the Fee Letter, if any, up to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amounts; provided that, no such fees owing under the Fee Letter that would otherwise be payable in connection with a prepayment and permanent reduction of the Loans then outstanding Facility Amount pursuant to Section 2.5(a), the Borrower shall pay to each Lender, any applicable Prepayment Fee; provided that the Borrower shall not be payable required to pay such Prepayment Fee (i) if the Lenders have, prior to the date of such reduction in whole or in part, declined a request for extension of the Revolving Period under Section 2.6 on substantially the same terms as already set forth herein; (ii) to any Lender that is a Defaulting Lender, (iii) during the continuation of a Non-Approval Event has occurred and is continuing. Any prepayments Event, at the time of Loans made pursuant any such permanent reduction of the Facility Amount; (iv) if such reduction occurs within sixty (60) days following delivery by the Facility Agent of a request to this Section 2.5(b) shall (y) be allocated between comply with any changes to the Revolving Loans and EU Securitization Rules that will impose any substantial obligations on the Term Loans based on, Borrower with respect to principalwhich it, the Principal Allocation Formulaor any Affiliate or other entity managed by Xxxxx Capital BDC 3, and with respect Inc. or an Affiliate thereof, is not currently required to interest and comply in any other payments on a pro rata basis financing; and (xv) result to any Lender that has, prior to the date of such permanent reduction in whole or in part, demanded the reduction and termination, of the Revolving Commitments and Term Commitments on a dollar-for-dollar basis. (c) In connection with Borrower pay any prepayment or cancellation of Commitments Increased Costs pursuant to this Section 2.5, any Lender affiliated with the Agent (and the Agent itself) shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent)5.1.

Permanent Reduction of Facility Amount. (a) The Borrower may at any time upon five four (4) Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Facility Agent and (with a copy to the Collateral Agent), permanently reduce the Facility Amount, subject to Section 2.5(c), Amount (i) in whole or in part, part upon payment in full (in accordance with Section 2.4) of any Daily Commitment Fees, the Advances Outstanding or (ii) in part by any pro rata forma amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans Advances Outstanding (after giving effect to any concurrent prepayment thereof); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Committed Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, Commitments will equal the newly reduced Facility Amount. (b) The Borrower may upon at least two (2) Business Days’ notice (which notice may be conditional, and shall contain As a certificate of an authorized officer condition precedent to any permanent reduction of the Borrower certifying as Facility Amount pursuant to the satisfaction of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent2.5(a), prepay and permanently reduce all or the Borrower shall pay to each Lender, any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the applicable Principal Collection Account) together with accrued interest (including any accrued and unpaid interest amounts) thereon and fees owing under the Fee Letter, if any, up to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amountsPrepayment Fee; provided that, no the Borrower shall not be required to pay such fees owing Prepayment Fee (i) if the Lenders have, prior to the date of such reduction in whole or in part, declined a request for extension of the Revolving Period under Section 2.6 on substantially the Fee Letter same terms as already set forth herein; (ii) to any Lender that would otherwise be payable in connection with is a prepayment and Defaulting Lender; (iii) during the continuation of a Non-Approval Event, at the time of any such permanent reduction of the Loans then outstanding shall Facility Amount; (iv) if such reduction occurs following any changes to the EU Securitization Regulation that will (a) require the Borrower, the Equityholder or any of their Affiliates to disclose information not otherwise expressly required to be payable so disclosed by the EU Securitization Regulation as in effect on the Effective Date, (b) impose any additional obligations upon the Borrower, the Equityholder or any of their Affiliates not otherwise expressly provided for by the EU Securitization Regulation as in effect on the Effective Date, or (c)(1) modify the manner of disclosure or, (2) modify the recipients of, or (3) otherwise affect the confidentiality of, any information, documents or reports required to be provided by the EU Securitization Regulation; (v) if the Base Rate in effect as of the Effective Date is changed to an Alternate Base Rate or any other alternative floating reference rate without the consent of the Borrower; (vi) if a Non-Approval Event replacement Facility Agent has occurred and is continuing. Any prepayments been appointed without the consent of Loans made the Borrower, if the Facility Agent has resigned pursuant to this Section 2.5(b14.8; (vii) shall (y) be allocated between if the Revolving Loans and the Term Loans based on, with respect Facility Agent assigns any of its respective rights or obligations hereunder pursuant to principal, the Principal Allocation Formula, and with respect to interest and any other payments on a pro rata basis Section 15.4(d); and (xviii) result to any Lender that has, prior to the date of such permanent reduction in whole or in part, demanded the reduction and termination, of the Revolving Commitments and Term Commitments on a dollar-for-dollar basis. (c) In connection with Borrower pay any prepayment or cancellation of Commitments Increased Costs pursuant to this Section 2.5, any Lender affiliated with the Agent (and the Agent itself) shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent)5.1.

Permanent Reduction of Facility Amount. (a) The Borrower may at any time upon five Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Agent, the Collateral Agent and the Collateral AgentAdministrator (or such shorter period as the Agent may agree), permanently reduce the Facility Amount, subject to Section 2.5(c), in whole or in part, upon payment of any Daily Commitment Fees, part (in accordance with Section 2.4) the Facility Amount by any pro rata amount that the current Facility Amount exceeds the aggregate outstanding principal amount of all Loans (Outstanding Loan Amount, after giving effect to any concurrent prepayment thereof, if necessary (for the avoidance of doubt, Term Loans (if existing) and/or Revolving Commitments as per the Borrower’s sole discretion); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), (i) any reduction in the Commitments made pursuant to this clause shall be allocated between the Revolving Commitments and the Term Commitments as determined and notified by the Borrower to the Agent, (ii) the Commitment of each Revolving Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, Commitments will equal the newly reduced Facility Amount. Amount and (biii) The Borrower may upon at least two (2) Business Days’ notice (which notice may be conditional, and shall contain a certificate of an authorized officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent), shall prepay and permanently reduce all or any portion of the applicable Loans then outstanding, outstanding as of such date by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the applicable Principal Collection Account) together with accrued interest (including any accrued and unpaid interest amounts) thereon and fees owing under the Fee LetterCommitment Fees, if anyapplicable, up thereon to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amounts); provided that, no such fees owing under the Fee Letter that would otherwise be payable in connection with a prepayment and permanent reduction of the Loans then outstanding shall be payable if a Non-Approval Event has occurred and is continuing. Any any prepayments of Loans made pursuant to this Section 2.5(b) clause shall (y) be allocated between the Revolving Loans and the Term Loans based on, with respect as determined and notified by the Borrower to principal, the Principal Allocation FormulaAgent, and with respect to interest and any other payments on a pro rata basis and (x) result in the reduction and termination, of the Revolving Commitments and Term Commitments on a dollar-for-dollar basis. (c) In connection with any prepayment or cancellation of Commitments pursuant to this Section 2.5, any Lender affiliated with the Agent (and the Agent itself) shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent).

Permanent Reduction of Facility Amount. (a) The Borrower may at any time upon five Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Facility Agent and (with a copy to the Collateral Agent), permanently reduce the Facility Amount, subject to Section 2.5(c), Amount (i) in whole or in part, part upon payment in full (in accordance with Section 2.4) of any Daily Commitment Fees, the Advances Outstanding or (ii) in part by any pro rata forma amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans Advances Outstanding (after giving effect to any concurrent prepayment thereof); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Committed Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, Commitments will equal the newly reduced Facility Amount. (b) The Borrower may upon at least two (2) Business Days’ notice (which notice may be conditional, and shall contain As a certificate of an authorized officer of the Borrower certifying as condition precedent to the satisfaction of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent), prepay and permanently reduce all or any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the applicable Principal Collection Account) together with accrued interest (including any accrued and unpaid interest amounts) thereon and fees owing under the Fee Letter, if any, up to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amounts; provided that, no such fees owing under the Fee Letter that would otherwise be payable in connection with a prepayment and permanent reduction of the Loans then outstanding Facility Amount pursuant to Section 2.5(a), the Borrower shall pay to each Lender, any applicable Prepayment Fee; provided that the Borrower shall not be payable required to pay such Prepayment Fee (i) if the Lenders have, prior to the date of such reduction in whole or in part, declined a request for extension of the Revolving Period under Section 2.6 on substantially the same terms as already set forth herein; (ii) to any Lender that is a Defaulting Lender, (iii) during the continuation of a Non-Approval Event has occurred and is continuing. Any prepayments Event, at the time of Loans made pursuant any such permanent reduction of the Facility Amount; (iv) if such reduction occurs within sixty (60) days following delivery by the Facility Agent of a request to this Section 2.5(b) shall (y) be allocated between comply with any changes to the Revolving Loans and EU Securitization Rules that will impose any substantial obligations on the Term Loans based on, Borrower with respect to principalwhich it, the Principal Allocation Formulaor any Affiliate or other entity managed by Gxxxx Capital BDC 3, and with respect Inc. or an Affiliate thereof, is not currently required to interest and comply in any other payments on a pro rata basis financing; and (xv) result to any Lender that has, prior to the date of such permanent reduction in whole or in part, demanded the reduction and termination, of the Revolving Commitments and Term Commitments on a dollar-for-dollar basis. (c) In connection with Borrower pay any prepayment or cancellation of Commitments Increased Costs pursuant to this Section 2.5, any Lender affiliated with the Agent (and the Agent itself) shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent)5.1.

Permanent Reduction of Facility Amount. (a) The Borrower may at any time upon five fivefour (4) Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Facility Agent and (with a copy to the Collateral Agent), permanently reduce the Facility Amount, subject to Section 2.5(c), Amount (i) in whole or in part, part upon payment in full (in accordance with Section 2.4) of any Daily Commitment Fees, the Advances Outstanding or (ii) in part by any pro rata forma amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans Advances Outstanding (after giving effect to any concurrent prepayment thereof); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Committed Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, Commitments will equal the newly reduced Facility Amount. (b) The Borrower may upon at least two (2) Business Days’ notice (which notice may be conditional, and shall contain As a certificate of an authorized officer condition precedent to any permanent reduction of the Borrower certifying as Facility Amount pursuant to the satisfaction of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent2.5(a), prepay and permanently reduce all or the Borrower shall pay to each Lender, any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the applicable Principal Collection Account) together with accrued interest (including any accrued and unpaid interest amounts) thereon and fees owing under the Fee Letter, if any, up to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amountsPrepayment Fee; provided that, no the Borrower shall not be required to pay such fees owing Prepayment Fee (i) if the Lenders have, prior to the date of such reduction in whole or in part, declined a request for extension of the Revolving Period under Section 2.6 on substantially the Fee Letter same terms as already set forth herein; (ii) to any Lender that would otherwise be payable in connection with is a prepayment and Defaulting Lender,; (iii) during the continuation of a Non-Approval Event, at the time of any such permanent reduction of the Loans then outstanding shall Facility Amount; (iv) if such reduction occurs following any changes to the EU Securitization Regulation that will (a) require the Borrower, the Equityholder or any of their Affiliates to disclose information not otherwise expressly required to be payable so disclosed by the EU Securitization Regulation as in effect on the Sixth Amendment Effective Date and any such information is not in their possession (or reasonable procurement), (b) impose any additional obligations upon the Borrower, the Equityholder or any of their Affiliates not otherwise expressly provided for by the EU Securitization Regulation as in effect on the Sixth Amendment Effective Date in a way that imposes additional burden or expense, or (c)(1) modify the manner of disclosure in a way that imposes additional burden or expense or, (2) modify the recipients of, or (3) otherwise affect the confidentiality of, any information, documents or reports required to be provided by the EU Securitization Regulation; and (v) if the Base Rate in effect as of the Eighth Amendment Effective Date is changed to an Alternate Base Rate or any other alternative floating reference rate without the consent of the Borrower; (vi) if a Non-Approval Event replacement Facility Agent has occurred and is continuing. Any prepayments been appointed without the consent of Loans made the Borrower, if the Facility Agent has resigned pursuant to this Section 2.5(b14.8; (vii) shall if the Facility Agent assigns any of its respective rights or obligations hereunder pursuant to Section 15.4(d); and (yviii) be allocated between to any Lender that has, prior to the Revolving Loans date of such permanent reduction in whole or in part, demanded the Borrower pay any Increased Costs pursuant to Section 5.1; provided that prior to any permanent reduction pursuant to clauses (iv)(b) or (iv)(c)(1) above, the Borrower and the Term Loans based onFacility Agent shall first attempt, with respect in good faith, to principal, the Principal Allocation Formula, and with respect to interest and any other payments on a pro rata basis and (x) result in the reduction and termination, of the Revolving Commitments and Term Commitments on a dollar-for-dollar basis. (c) In connection with any prepayment or cancellation of Commitments pursuant negotiate changes to this Section 2.5, any Lender affiliated with the Agent (and the Agent itself) shall have the option Agreement or other measures to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate amount of the existing Commitments after giving effect to mitigate such prepayment burden or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent).expense..

Permanent Reduction of Facility Amount. (a) The Borrower may at any time (x) during the Revolving Period if an Extension Request has been rejected by any Lender or (y) after the end of the Revolving Period, in each case upon five Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Agent, the Collateral Agent and the Collateral AgentAdministrator, permanently reduce the Facility Amount, Amount (i) in whole upon payment in full (in accordance with Section 2.4) of the aggregate outstanding principal amount of all Loans) or (ii) subject to Section 2.5(c2.5(d), in whole or in part, upon payment of any Daily Commitment Fees, part by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans (after giving effect to any concurrent prepayment thereof); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving CommittedRevolving Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving CommittedRevolving Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, will equal the newly reduced Facility Amount. (b) The Borrower may upon at least two (2) Business Days’ notice (which notice may be conditional, and shall contain a certificate of an authorized officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent), prepay and permanently reduce all or any portion of the Loans then outstanding, subject to the payment of the applicable Prepayment Fees, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the applicable Collection Account constituting Principal Collection AccountProceeds) together with accrued interest (including any accrued and unpaid interest amounts) thereon and fees owing under the Fee LetterCommitment Fees, if anyapplicable, up thereon to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amountsProceeds); provided that, no such fees owing under the Fee Letter that would otherwise be payable in connection with a prepayment and permanent reduction of the Loans then outstanding shall be payable if a Non-Approval Event has occurred and is continuing. Any any prepayments of Loans made pursuant to this Section 2.5(b) clause shall (y) be allocated between the Revolving Loans and the Term Loans based on, with respect to principal, the Principal Allocation Formula, and with respect to interest and any other payments on a pro rata basis and (x) result in the reduction and termination, of the Revolving Commitments and Term Commitments on a dollar-for-dollar basis. (c) In connection with any prepayment or cancellation of Commitments pursuant to this Section 2.5, any Lender affiliated with the Agent (and the Agent itself) shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent).

Permanent Reduction of Facility Amount. (a) The Borrower may at any time upon five two (2) Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Agent and the Collateral Agent, permanently reduce the Facility Amount, subject to Section 2.5(c), in whole or in part, upon payment of any Daily Commitment Fees, by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans (after giving effect to any concurrent prepayment thereof); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, will equal the newly reduced Facility Amount. (b) The Borrower may upon at least two (2) Business Days’ notice (which notice may be conditional, conditional and shall contain a certificate of an authorized officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent), prepay and permanently reduce all or any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the applicable Principal Collection Account) together with accrued interest (including any accrued and unpaid interest amounts) thereon and fees owing under the Fee Letter, if any, up to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amounts; provided that, no such fees owing under the Fee Letter that would otherwise be payable in connection with a prepayment and permanent reduction of the Loans then outstanding shall be payable (i) if a Non-Approval Event has occurred and is continuing, (ii) to any Defaulting Lender, (iii) to any Affected Person that has made a request for compensation pursuant to Section 5.1 or (iv) with respect to any prepayment of Term Loans made to cure a Borrowing Base Deficiency. Any prepayments of Loans made pursuant to this Section 2.5(b) shall (y) be allocated between the Revolving Loans and the Term Loans based on, with respect to principal, the Principal Allocation Formula, and with respect to interest and any other payments on a pro rata basis and (x) result in the reduction and termination, of the Revolving Commitments and Term Commitments on a dollar-for-dollar basis. (c) In connection with any prepayment or cancellation of Commitments pursuant to this Section 2.5, any Lender affiliated with the Agent (and the Agent itself) shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent).

Permanent Reduction of Facility Amount. (a) The Borrower may at any time upon five Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Facility Agent and (with a copy to the Collateral Agent) and the Administrative Agent (which shall provide a copy of such notice to each Lender)), (x) after the Revolving Period, permanently reduce the Facility Amount, subject to Section 2.5(c), Amount (i) in whole or in part, part upon payment in full (in accordance with Section 2.4) of any Daily Commitment Fees, the aggregate outstanding principal amount of all Advances or (ii) in part by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans Advances (after giving effect to any concurrent prepayment thereof) or (y) in connection with the CLO Takeout, permanently reduce the Facility Amount by up to $150,000,000 (and the Target Portfolio Amount shall be reduced proportionally with such reduction in the Facility Amount); provided that, that no Daily Commitment Fees such reduction shall be payable if a Non-Approval Event has occurred and is continuingreduce the Facility Amount below the aggregate outstanding principal amount of all Advances. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, Commitments will equal the newly reduced Facility Amount. (b) The Borrower may upon at least two (2) Business Days’ notice (which notice may be conditional, and shall contain As a certificate of an authorized officer condition precedent to any permanent reduction of the Borrower certifying as Facility Amount pursuant to the satisfaction of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent2.5(a), prepay and permanently reduce all or any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of shall promptly distribute to the Lenders the principal amount to be prepaid (from amounts on deposit of any applicable Prepayment Fee paid by the Borrower, which amount has been allocated among the Lenders in accordance with the applicable Principal Collection Account) together with accrued interest (including any accrued and unpaid interest amounts) thereon and fees owing under the Fee Letter, if any, up to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions Lenders’ respective Pro Rata Percentages. Notwithstanding anything to the Collateral Agent with respect to the application of such amounts; provided thatcontrary herein, no such fees owing under Prepayment Fee shall be due in respect of any prepayment or permanent reduction of the Fee Letter that would otherwise be payable Facility Amount occurring (i) during the continuation of a Non-Approval Event, (ii) following acceleration of the Obligations pursuant to Section 13.2 or (iii) in connection with a prepayment and permanent reduction of the Loans then outstanding shall be payable if a Non-Approval Event has occurred and is continuing. Any prepayments of Loans made pursuant to this Section 2.5(b) shall (y) be allocated between the Revolving Loans and the Term Loans based on, with respect to principal, the Principal Allocation Formula, and with respect to interest and any other payments on a pro rata basis and (x) result proposed restructuring as set forth in the reduction and termination, last paragraph of the Revolving Commitments and Term Commitments on a dollar-for-dollar basisSection 17.2. (c) In connection with any prepayment or cancellation of Commitments pursuant to this Section 2.5, any Lender affiliated with the Agent (and the Agent itself) shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent).

Permanent Reduction of Facility Amount. (a) The Borrower may at any time upon five Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Facility Agent and the Collateral each Agent, permanently reduce the Facility Amount, subject to Section 2.5(c), Amount (i) in whole or in part, upon payment in full (in accordance with Section 2.4) of any Daily Commitment Fees, the aggregate outstanding principal amount of all Advances or (ii) in part by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans Advances (after giving effect to any concurrent prepayment thereof); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Committed Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, Commitments will equal the newly reduced Facility Amount. (b) The Notwithstanding anything to the contrary herein, the Borrower may upon permanently reduce the Facility Amount at least two any time, provided that if such reduction occurs at any time other than those specified in Section 2.5(a), it shall, unless (2i) Business Days’ notice (which notice may be conditional, and shall contain a certificate of an authorized officer prior to the eighteen-month anniversary of the Twelfth Amendment Effective Date, the Borrower certifying as to shall pay the satisfaction of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy applicable Prepayment Fee, to the Collateral Agent), prepay and permanently reduce all or any portion for the respective accounts of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the applicable Principal Collection Account) together with accrued interest (including any accrued and unpaid interest amounts) thereon and fees owing under the Fee Letter, if any, up to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amountsLenders; provided that, no if such fees owing under reduction occurs after the Fee Letter that would otherwise be payable in connection with a prepayment twelve-month anniversary of the EighthTwelfth Amendment Effective Date, and any Lender has, prior to the date of such permanent reduction in whole or in part, declined an Extension Request or (ii) the Facility Agent has updated the Diversity Score in any way which is material and adverse to the Borrower, pay the applicable Prepayment Fee, to the Collateral Agent, for the respective accounts of the Loans Lenders, then outstanding no Prepayment Fee shall be payable if a Non-Approval Event has occurred and is continuingowed to any such Lender that declined such Extension Request. Any prepayments Notwithstanding anything to the contrary herein, no Prepayment Fee shall be due in respect of Loans made pursuant to this Section 2.5(b) shall (y) be allocated between any prepayment or permanent reduction occurring after the Revolving Loans and the Term Loans based on, with respect to principal, the Principal Allocation Formula, and with respect to interest and any other payments on a pro rata basis and (x) result in the reduction and termination, end of the Revolving Commitments and Term Commitments on a dollar-for-dollar basisPeriod. (c) In connection with any prepayment or cancellation of Commitments pursuant to this Section 2.5, any Lender affiliated with the Agent (and the Agent itself) shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent).

Permanent Reduction of Facility Amount. (a) The Borrower may at any time (x) during the Revolving Period if an Extension Request has been rejected by any Lender or (y) after the end of the Revolving Period, in each case upon five Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Administrative Agent and the Collateral each Agent, permanently reduce the Facility Amount, subject to Section 2.5(c), Amount (i) in whole or in part, upon payment in full (in accordance with Section 2.4) of any Daily Commitment Fees, the aggregate outstanding principal amount of all Advances or (ii) in part by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans Advances (after giving effect to any concurrent prepayment thereof); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Committed Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, Commitments will equal the newly reduced Facility Amount. (b) The Borrower may at any time, upon at least two (2) five Business Days’ prior written notice (which notice may be conditionalto the Administrative Agent and each Agent, and shall contain a certificate of an authorized officer permanently reduce the Facility Amount in whole or in part upon payment of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent), prepay and permanently reduce all or any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the outstanding principal amount to be prepaid (from amounts on deposit in the applicable Principal Collection Account) together with accrued interest (including of any accrued and unpaid interest amounts) thereon and fees owing under the Fee Letter, if any, up to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amounts; provided that, no such fees owing under the Fee Letter that would otherwise be payable in Term Advances. In connection with a prepayment and any permanent reduction of the Loans then outstanding shall be payable if a Non-Approval Event has occurred and is continuing. Any prepayments of Loans made pursuant to Facility Amount under this Section 2.5(b) shall (y) be allocated between the Revolving Loans and ), the Term Loans based on, Commitment of each Lender with respect to principal, the Principal Allocation Formulaa Term Commitment shall automatically, and with respect to interest and without any other payments on a further action by any party, be reduced pro rata basis and (x) result in the reduction and termination, of the Revolving Commitments and with all other Lenders with a Term Commitments on a dollar-for-dollar basisCommitment. (c) In connection with Notwithstanding anything to the contrary herein, the Borrower may permanently reduce the Facility Amount at any time, provided that if such reduction occurs at any time other than those specified in Section 2.5(a), it shall, unless any Lender has, prior to the date of such permanent reduction in whole or in part, declined an Extension Request, pay the applicable Prepayment Fee to the Collateral Agent, for the respective accounts of the Lenders. Notwithstanding anything to the contrary herein, no Prepayment Fee shall be due in respect of any prepayment or cancellation of Commitments pursuant to this Section 2.5, any Lender affiliated with permanent reduction occurring after the Agent (and the Agent itself) shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage end of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent)Revolving Period.

Permanent Reduction of Facility Amount. (a) The Borrower may at any time upon five Business Days’ prior written notice (which may be conditional) to the Agent, each Lender Agent, the Collateral Agent and the Collateral AgentAdministrator (or such shorter period as the Agent may agree), permanently reduce the Facility Amount, Amount (i) in whole upon payment in full (in accordance with Section 2.4) of the aggregate outstanding principal amount of all Loans or (ii) subject to Section 2.5(c2.5(d), in whole or in part, upon payment of any Daily Commitment Fees, part by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans (after giving effect to any concurrent prepayment thereof); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, will equal the newly reduced Facility Amount. (b) The Borrower may upon at least two (2) Business Days’ notice (which notice may be conditional, and shall contain a certificate of an authorized officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent), prepay and permanently reduce all or any portion of the Loans then outstanding, outstanding by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the applicable Collection Account constituting Principal Collection AccountCollections) together with accrued interest (including any accrued and unpaid interest amounts) thereon and fees owing under the Fee LetterCommitment Fees, if anyapplicable, up thereon to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amounts); provided that, no such fees owing under the Fee Letter that would otherwise be payable in connection with a prepayment and permanent reduction of the Loans then outstanding shall be payable if a Non-Approval Event has occurred and is continuing. Any any prepayments of Loans made pursuant to this Section 2.5(b) clause shall (y) be allocated between the Revolving Loans and the Term Loans based on, with respect to principal, the Principal Allocation Formula, and with respect to interest and any other payments on a pro rata basis and (x) result in the reduction and termination, of the Revolving Commitments and Term Commitments on a dollar-for-dollar basis. (c) Notwithstanding anything to the contrary herein, the Borrower may permanently reduce the Facility Amount at any time, provided that if such reduction occurs at any time other than those specified in Section 2.5(a), or (b), it shall, unless a Prepayment Fee Termination Event has occurred on or prior to such date, pay the applicable Prepayment Fee and breakage costs actually incurred by the Lender in connection with such prepayment to the Collateral Agent, for the respective accounts of the Lenders. (d) In connection with any prepayment or cancellation of Commitments pursuant to this Section 2.5, any Lender affiliated with that is an Affiliate of the Agent (and or is itself the Agent itselfAgent) shall have the option to purchase a Term Loan pro rata at par in order to maintain their its current percentage of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent). To the extent that such a Rebalancing occurs and notwithstanding anything herein to the contrary, no Prepayment Fees shall be payable to the Term Lender which sold a Term Loan to any Lender that is an Affiliate of the Agent (or is itself the Agent).

Permanent Reduction of Facility Amount. (a) The Borrower may at any time and upon five three Business Days’ prior written notice (which may be conditional) to the Facility Agent, each Lender Agent and the Collateral Agentwithout any penalty or premium except as set forth in this Section 2.5, permanently reduce the Facility Amount, subject to Section 2.5(c), Amount (i) in whole or in part, part upon payment in full (in accordance with Section 2.4) of any Daily Commitment Fees, the aggregate outstanding principal amount of all Advances or (ii) in part by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Loans Advances (after giving effect to any concurrent prepayment thereof); provided that, no Daily Commitment Fees shall be payable if a Non-Approval Event has occurred and is continuing. In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Revolving Commitment of each Revolving Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Revolving Committed Lenders such that the sum of all Revolving Commitments, taken together with the Term Loans, Commitments will equal the newly reduced Facility Amount. (b) The Borrower may upon at least two (2) Business Days’ notice (which notice may be conditional, and shall contain As a certificate of an authorized officer condition precedent to any permanent reduction of the Facility Amount pursuant to Section 2.5(a), the Borrower certifying as shall pay to the satisfaction Facility Agent, for the respective accounts of the requirements set forth in this Section 2.5(b) with respect to such proposed prepayment) to the Agent (with a copy to the Collateral Agent)Lenders, prepay and permanently reduce all or any portion of the Loans then outstanding, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the applicable Principal Collection Account) together with accrued interest (including any accrued and unpaid interest amounts) thereon and fees owing under the Fee Letter, if any, up to or on the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Collections) and the Agent shall provide written instructions to the Collateral Agent with respect to the application of such amountsPrepayment Fee; provided that, for the avoidance of doubt, no such fees owing under the Prepayment Fee Letter that would otherwise shall be payable to any Lender in connection with the event such Lender (or the Facility Agent on behalf of such Lender) has, prior to the date of such permanent reduction in whole or in part, (i) declined a request for extension of the Revolving Period under Section 2.6 on substantially the same terms as already set forth herein, (ii) charged the Borrower interest on any Advances at the Base Rate, (iii) demanded the Borrower pay any Taxes or Increased Cost pursuant to Section 4.3 or Section 5.1, respectively, (iv) demanded an indemnity payment pursuant to Article XVI, or (v) required any amendment pursuant to the third paragraph of Section 17.2 which adversely affects the Borrower, as applicable. Notwithstanding anything to the contrary herein, no Prepayment Fee shall be due in respect of any prepayment and or permanent reduction of the Loans then outstanding shall be payable if a Non-Approval Event has occurred and is continuing. Any prepayments of Loans made pursuant to this Section 2.5(b) shall (y) be allocated between Facility Amount after the Revolving Loans and the Term Loans based on, with respect to principal, the Principal Allocation Formula, and with respect to interest and any other payments on a pro rata basis and (x) result in the reduction and termination, end of the Revolving Commitments and Term Commitments on a dollar-for-dollar basisPeriod. (c) In connection with any prepayment or cancellation of Commitments pursuant to this Section 2.5, any Lender affiliated with the Agent (and the Agent itself) shall have the option to purchase a Term Loan pro rata at par in order to maintain their current percentage of the aggregate amount of the existing Commitments after giving effect to such prepayment or cancellation (such purchases and sales of Term Loans being a “Rebalancing”). In connection with any Rebalancing, each Term Lender shall sell its pro rata portion of such Term Loan to the Lender that is an Affiliate of the Agent (or is itself the Agent).