Common use of Permanent Reduction of Facility Amount Clause in Contracts

Permanent Reduction of Facility Amount. (a) The Borrower may (or as required by Section 2.4(b)(iv) shall), at any time upon five Business Days’ prior written notice delivered in accordance with Section 17.3 to the Facility Agent and each Agent subject to the fees set forth in Section 2.5(b), permanently reduce the Facility Amount (i) in whole or in part upon payment in full (in accordance with Section 2.4) of 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 Advances (after giving effect to any concurrent prepayment thereof). In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Commitment of each Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Committed Lenders such that the sum of all Commitments 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 each Agent, for the respective accounts of the Lenders, any applicable Structuring Fee; provided that no Structuring Fee shall be payable if, as of the date of such permanent reduction, (A) the Facility Amount is permanently reduced in whole in connection with the CLO Takeout or (B)(1) no Unmatured Event of Default or Event of Default has occurred and is continuing and (2)(x) a Non-Approval Event has occurred and is continuing or (y) the Borrower has paid Increased Costs to the applicable Lender pursuant to Section 5.1 within the immediately preceding 30 days.

Permanent Reduction of Facility Amount. (a) The Borrower may (or as required by Section 2.4(b)(iv) shall), 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 delivered in accordance with Section 17.3 to the Facility Agent and each Agent subject to the fees set forth in Section 2.5(b)Agent, permanently reduce the Facility Amount (i) in whole or in part upon payment in full (in accordance with Section 2.4) of 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 Advances (after giving effect to any concurrent prepayment thereof). In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Commitment of each Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Committed Lenders such that the sum of all Commitments 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 each the Facility Agent, for the respective accounts of the Lenders, any applicable Structuring Reduction Fee; provided that . Notwithstanding anything to the contrary herein, no Structuring Reduction Fee or other prepayment fee or premium shall be payable if, as due in respect of the date any prepayment or permanent reduction of such permanent reduction, (A) the Facility Amount is permanently reduced in whole in connection with occurring (i) during the CLO Takeout or (B)(1) no Unmatured Event continuation of Default or Event of Default has occurred and is continuing and (2)(x) a Non-Approval Event has occurred and is continuing or Event, (yii) after the Borrower has paid Increased Costs to Lenders have declined a request for extension of the applicable Lender Revolving Period under Section 2.6 on substantially the same terms as already set forth herein, (iii) following acceleration of the Obligations pursuant to Section 5.1 within 13.2, (iv) after the immediately preceding 30 days24-month anniversary of the Effective Date or (v) after the Facility Agent has declined a request to or otherwise does not increase the Facility Amount in accordance with clause (i) of Section 2.8.

Permanent Reduction of Facility Amount. (a) The Borrower may (or as required by Section 2.4(b)(iv) shall), 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 delivered in accordance with Section 17.3 to the Facility Agent, each Lender Agent, the Collateral Agent and each Agent subject to the fees set forth in Section 2.5(b)Collateral Administrator, permanently reduce the Facility Amount (i) in whole or in part upon payment in full (in accordance with Section 2.4) of the aggregate outstanding principal amount of all Advances Loans) or (ii) in part by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Advances Loans (after giving effect to any concurrent prepayment thereof). In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Commitment of each Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Committed Lenders such that the sum of all Commitments will equal the newly reduced Facility Amount. (b) As a condition precedent Notwithstanding anything to any permanent reduction of the contrary herein, the Borrower may permanently reduce the Facility Amount pursuant to 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 Borrower shall date of such permanent reduction in whole or in part, declined an Extension Request, pay the applicable Prepayment Fee and breakage costs actually incurred by the Lender in connection with such prepayment to each the Collateral Agent, for the respective accounts of the Lenders, any applicable Structuring Fee; provided that no Structuring Fee shall be payable if, as of the date of such permanent reduction, (A) the Facility Amount is permanently reduced in whole in connection with the CLO Takeout or (B)(1) no Unmatured Event of Default or Event of Default has occurred and is continuing and (2)(x) a Non-Approval Event has occurred and is continuing or (y) the Borrower has paid Increased Costs to the applicable Lender pursuant to Section 5.1 within the immediately preceding 30 days.

Permanent Reduction of Facility Amount. (a) The Borrower may (or as required by Section 2.4(b)(iv) shall), at any time upon five Business Days’ prior written notice delivered in accordance with Section 17.3 to the Facility Agent and each Agent subject to the fees set forth in Section 2.5(b)Agent, permanently reduce the Facility Amount (i) in whole or in part upon payment in full (in accordance with Section 2.4) of 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 Advances (after giving effect to any concurrent prepayment thereof). In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Commitment of each Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Committed Lenders such that the sum of all Commitments will equal the newly reduced Facility Amount. (ba) As a condition precedent Notwithstanding anything to any permanent reduction of the contrary herein, the Borrower may permanently reduce the Facility Amount pursuant at any time, provided that if such reduction occurs prior to Section 2.5(a)the eighteen-month anniversary of the Twelfth Amendment Effective Date, the Borrower shall pay the applicable Prepayment Fee, to each the Collateral Agent, for the respective accounts of the Lenders, any applicable Structuring Fee; provided that no Structuring Fee shall be payable ifthat, as if such reduction occurs after the twelve-month anniversary of the Twelfth Amendment Effective Date and any Lender has, prior to the date of such permanent reduction, (A) the Facility Amount is permanently reduced reduction in whole or in connection with the CLO Takeout or (B)(1) part, declined an Extension Request, then no Unmatured Event of Default or Event of Default has occurred and is continuing and (2)(x) a Non-Approval Event has occurred and is continuing or (y) the Borrower has paid Increased Costs Prepayment Fee shall be owed to any such Lender that declined such Extension Request. Notwithstanding anything to the applicable Lender pursuant to Section 5.1 within contrary herein, no Prepayment Fee shall be due in respect of any prepayment or permanent reduction occurring after the immediately preceding 30 daysend of the Revolving Period.

Permanent Reduction of Facility Amount. (a) The Borrower may (or as required by Section 2.4(b)(iv) shall)may, at any time upon five Business Days’ prior written notice delivered in accordance with Section 17.3 to the Facility Agent and each Agent (with a copy to the Collateral Agent) subject to the fees set forth in Section 2.5(b), permanently reduce the Facility Amount (i) in whole or in part upon payment in full (in accordance with Section 2.4) of 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 Advances (after giving effect to any concurrent prepayment thereof). In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Commitment of each Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Committed Lenders such that the sum of all Commitments 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 each Agent, for the respective accounts of the Lenders, any applicable Structuring Prepayment Fee; provided that no Structuring Prepayment Fee shall be payable if, as of the date of such permanent reduction, (A) the Facility Amount is permanently reduced in whole in connection with the CLO Takeout or (B)(1) no Unmatured Event of Default or Event of Default has occurred and is continuing and either (2)(xx) (A) the Borrower has made an Extension Request in accordance with Section 2.6 on substantially the same terms as already set forth herein that has been denied by the applicable Lender or (B) a Non-Approval Event has occurred and is continuing continuing, (y) an EU Securitization Regulation Event has occurred or (yz) the Borrower has paid Increased Costs to the applicable Lender pursuant to Section 5.1 within the immediately preceding 30 days.

Permanent Reduction of Facility Amount. (a) The Borrower may (or as required by Section 2.4(b)(iv) shall), at any time upon five Business Days’ prior written notice delivered in accordance with Section 17.3 to the Facility Agent and each Agent subject (with a copy to the fees set forth in Section 2.5(bCollateral Agent), permanently reduce the Facility Amount (i) in whole or in part upon payment in full (in accordance with Section 2.4) of the aggregate outstanding principal amount of all Advances Advances) or (ii) in part by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Advances (after giving effect to any concurrent prepayment thereof). In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Commitment of each Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Committed Lenders such that the sum of all Commitments will equal the newly reduced Facility Amount. (b) As a condition precedent Notwithstanding anything to any permanent reduction of the contrary herein, the Borrower may permanently reduce the Facility Amount pursuant to at any time, provided that if such reduction occurs at any time other than those specified in Section 2.5(a2.52.4(a)(ii), it shall, unless a Prepayment Fee Termination Event has occurred, pay the Borrower shall pay applicable Prepayment Fee to each the Collateral Agent, for the respective accounts of the Lenders, any applicable Structuring Fee; provided that no Structuring Fee shall be payable if, as of . (c) Unless otherwise notified in writing by the date of such permanent reduction, (A) Borrower to the Facility Amount is permanently reduced in whole Agent in connection with the CLO Takeout or (B)(1) no Unmatured Event a prepayment, any prepayment under this Section 2.5 must also be accompanied by a concurrent reduction of Default or Event of Default has occurred and is continuing and (2)(x) a Non-Approval Event has occurred and is continuing or (y) the Borrower has paid Increased Costs to the applicable Lender Commitments pursuant to Section 5.1 within the immediately preceding 30 days2.5 in an identical amount.

Permanent Reduction of Facility Amount. (a) The Borrower may (or as required by Section 2.4(b)(iv) shall), at any time upon five Business Days’ prior written notice delivered in accordance with Section 17.3 to the Facility Agent and each Agent subject (with a copy to the fees set forth in Section 2.5(bCollateral Agent), permanently reduce the Facility Amount (i) in whole or in part upon payment in full (in accordance with Section 2.4) of the aggregate outstanding principal amount of all Advances Advances) or (ii) in part by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Advances (after giving effect to any concurrent prepayment thereof). In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Commitment of each Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Committed Lenders such that the sum of all Commitments will equal the newly reduced Facility Amount. (ba) As a condition precedent Notwithstanding anything to any permanent reduction of the contrary herein, the Borrower may permanently reduce the Facility Amount pursuant to at any time, provided that if such reduction occurs at any time other than those specified in Section 2.5(a2.4(a)2.4(a)(ii), it shall, unless a Prepayment Fee Termination Event has occurred, pay the Borrower shall pay applicable Prepayment Fee to each the Collateral Agent, for the respective accounts of the Lenders, any applicable Structuring Fee; provided that no Structuring Fee shall be payable if, as of . (b) Unless otherwise notified in writing by the date of such permanent reduction, (A) Borrower to the Facility Amount is permanently reduced in whole Agent in connection with the CLO Takeout or (B)(1) no Unmatured Event a prepayment, any prepayment under this Section 2.5 must also be USActive 57084911.14 -61- accompanied by a concurrent reduction of Default or Event of Default has occurred and is continuing and (2)(x) a Non-Approval Event has occurred and is continuing or (y) the Borrower has paid Increased Costs to the applicable Lender Commitments pursuant to Section 5.1 within the immediately preceding 30 days2.5 in an identical amount.

Permanent Reduction of Facility Amount. (a) The Borrower may (or as required by Section 2.4(b)(iv) shall), at any time upon five Business Days’ prior written notice delivered in accordance with Section 17.3 to the Facility Agent and each Agent subject to the fees set forth in Section 2.5(b)Agent, permanently reduce the Facility Amount (i) in whole or in part upon payment in full (in accordance with Section 2.4) of 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 Advances (after giving effect to any concurrent prepayment thereof). In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Commitment of each Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Committed Lenders such that the sum of all Commitments will equal the newly reduced Facility Amount. (b) As a condition precedent i. Notwithstanding anything to any permanent reduction of the contrary herein, the Borrower may permanently reduce the Facility Amount pursuant to at any time, provided that if such reduction occurs at any time other than those specified in Section 2.5(a), it shall, unless (i) after the Borrower shall twelve-month anniversary of the Eighth Amendment Effective Date, 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 each the Collateral Agent, for the respective accounts of the Lenders. Notwithstanding anything to the contrary herein, any applicable Structuring Fee; provided that no Structuring Prepayment Fee shall be payable if, as due in respect of any prepayment or permanent reduction occurring after the end of the date of such permanent reduction, (A) the Facility Amount is permanently reduced in whole in connection with the CLO Takeout or (B)(1) no Unmatured Event of Default or Event of Default has occurred and is continuing and (2)(x) a Non-Approval Event has occurred and is continuing or (y) the Borrower has paid Increased Costs to the applicable Lender pursuant to Section 5.1 within the immediately preceding 30 daysRevolving Period.

Permanent Reduction of Facility Amount. (a) The Borrower may (or as required by Section 2.4(b)(iv) shall), 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 delivered in accordance with Section 17.3 to the Facility Agent and each Agent subject (with a copy to the fees set forth in Section 2.5(bCollateral Agent), permanently reduce the Facility Amount (i) in whole or in part upon payment in full (in accordance with Section 2.4) of the aggregate outstanding principal amount of all Advances Advances) or (ii) in part by any pro rata amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Advances (after giving effect to any concurrent prepayment thereof). In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Commitment of each Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Committed Lenders such that the sum of all Commitments will equal the newly reduced Facility Amount. (b) As a condition precedent Notwithstanding anything to any permanent reduction of the contrary herein, the Borrower may permanently reduce the Facility Amount pursuant to 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 Borrower shall date of such permanent reduction in whole or in part, declined an Extension Request, pay the applicable Prepayment Fee to each the Collateral Agent, for the respective accounts of the Lenders, any applicable Structuring Fee; provided that no Structuring Fee shall be payable if, as of . (c) Unless otherwise notified in writing by the date of such permanent reduction, (A) Borrower to the Facility Amount is permanently reduced in whole Agent in connection with the CLO Takeout or (B)(1) no Unmatured Event a prepayment, any prepayment under this Section 2.5 must also be accompanied by a concurrent reduction of Default or Event of Default has occurred and is continuing and (2)(x) a Non-Approval Event has occurred and is continuing or (y) the Borrower has paid Increased Costs to the applicable Lender Commitments pursuant to Section 5.1 within the immediately preceding 30 days.2.5

Permanent Reduction of Facility Amount. (a) The Borrower may (or as required by Section 2.4(b)(iv) shall), at any time upon five Business Days’ prior written notice delivered in accordance with Section 17.3 to the Facility Agent and each Agent subject to the fees set forth in Section 2.5(b)Agent, permanently reduce the Facility Amount (i) in whole or in part upon payment in full (in accordance with Section 2.4) of the aggregate outstanding principal amount of all Advances Outstanding or (ii) in part by any pro rata forma amount that the Facility Amount exceeds the aggregate outstanding principal amount of all Advances Outstanding (after giving effect to any concurrent prepayment thereof). In connection with any permanent reduction of the Facility Amount under this Section 2.5(a), the Commitment of each Committed Lender shall automatically, and without any further action by any party, be reduced pro rata with all other Committed Lenders such that the sum of all Commitments 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 each Agent, for the respective accounts of the LendersLender, any applicable Structuring Prepayment Fee; provided that no Structuring the Borrower shall not be required to pay such Prepayment Fee shall be payable if(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, at the time of 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 comply with any changes to the Retention Requirements that will impose any substantial obligations on the Borrower with respect to which it, or any Affiliate or other entity managed by Gxxxx Capital Investment Corporation or an Affiliate thereof, is not currently required to comply in any other financing; and (v) to any Lender that has, prior to the date of such permanent reduction, (A) the Facility Amount is permanently reduced reduction in whole or in connection with the CLO Takeout or (B)(1) no Unmatured Event of Default or Event of Default has occurred and is continuing and (2)(x) a Non-Approval Event has occurred and is continuing or (y) part, demanded the Borrower has paid pay any Increased Costs to the applicable Lender pursuant to Section 5.1 within the immediately preceding 30 days5.1.