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

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredAgent), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' ’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances; provided that (unless JPMorgan Chase Bank, National Association has ceased to act as Administrative Agent) the Company may not so terminate the Financing Commitments on any date during the period from and including the last day of the Non-Call Period to and including November 20, 2019 in an amount exceeding the amounts prepaid pursuant to Section 4.03(c)(i)(C) (as limited by the second proviso therein) on or prior to such date during such period. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Revolving Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "“Market Value Cure" or in connection with the cure of a Default described in Article VII(n) ” in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredAgent), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' ’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Revolving Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "“Market Value Cure" or in connection with the cure of a Default described in Article VII(n) ” in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredAgent), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances; provided that (unless JPMorgan Chase Bank, National Association has ceased to act as Administrative Agent) the Company may not so terminate the Financing Commitments on any date during the period from and including the last day of the Non-Call Period to and including November 20, 2019 in an amount exceeding the amounts prepaid pursuant to Section 4.03(c)(i)(C) (as limited by the second proviso therein) on or prior to such date during such period. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Revolving Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredAgent), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be reduced by the amount of the sale proceeds resulting from a sale of any Portfolio Investment made at the direction of the Administrative Agent pursuant to Section 1.04. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred)Period, the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) If (1) JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or JPMorgan Chase Bank, National Associate or its Affiliate ceases to be the sole Required Lender or (2) a Lender (x) has provided notice of unlawfulness or a request for compensation, in each case, as provided in Section 3.01(e) or (f) or (y) has defaulted in its obligation to make Advances hereunder, the Company shall be entitled at its option, upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. (c) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (cd) [Reserved]The Financing Commitments shall be irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (de) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (ef) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period. Notwithstanding anything else in this Section 4.07 to the contrary, each reduction of Financing Commitments pursuant to this Section 4.07 shall be deemed to apply, first, to the portion of the Financing Commitments that may not be reborrowed until all such Financing Commitments have been reduced to zero and, second, to the portion of the Financing Commitments that may be reborrowed pursuant to Section 3.01(a) until all such Financing Commitments have been reduced to zero.

Termination or Reduction of Financing Commitments. ​ (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments of both Tranches in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments of either Tranche that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated.. ​ (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.. ​ (f) Without limitation of any of the foregoing, the Bridge Commitment shall be automatically terminated on the Scheduled Termination Date in respect of the Bridge Advances if such date occurs prior to the last day of the Reinvestment Period. ​

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredset forth in Section 4.03(c)(i)(A)), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), option and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded positive difference (if any) of (x) the then-current aggregate outstanding principal amount of the Advances over (y) the then-current Minimum Funding Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredset forth in Section 4.03(c)(i)(A)), the Company shall be entitled at its option, subject to the payment of the any applicable premium described in Section 4.03(c)(ii), and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period. (f) Without limitation of any of the foregoing, the Bridge Commitment shall be automatically terminated on the Scheduled Termination Date in respect of the Bridge Advances if such date occurs prior to the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After On any Business Day after the last day of the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred)Period, the Company shall be entitled at its option, subject to the payment of the any applicable premium described in Section 4.03(c)(ii)the immediately succeeding paragraph, and upon three (3) Business Days' prior written notice delivery of a Notice of Prepayment or Reduction to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all accrued and unpaid Administrative Agent Fee, all applicable premium (if any) and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligationsobligations for which no claim has been made) or (ii) reduce in terminate all or part of the portion of the Financing Commitments that exceeds the sum of the outstanding AdvancesAdvances (after giving effect to any concurrent repayment of the Advances on such date). In additionEach such notice shall be irrevocable (unless such notice conditions such termination or reduction, as applicable, upon consummation of a transaction which is contemplated to result in a termination or reduction, as applicable, of the Financing Commitments, in which event such notice may be revocable or conditioned upon such consummation). Subject to the Effective Date Letter, each commitment reduction (or termination) pursuant to Section 4.07(a) above (including, for the avoidance of doubt, following the acceleration of the Advances pursuant to Article VII) that is made during the Premium Call Period (unless, for the avoidance of doubt, the Premium Call Period has ended as a result of a Premium Call Termination Date), whether in full or in part (or terminates the Financing Commitments in whole) shall be automatically and irrevocably reduced accompanied by a premium equal to 0.50% of the principal amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amountsuch commitment reduction (or termination). (b) The Financing Commitments shall be automatically and irrevocably reduced on by all amounts that are used to prepay or repay Advances following the date occurrence and during the continuation of any prepayment made in accordance with the definition an Event of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment.Default; (c) [Reserved]. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (ed) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period. (e) Any prepayment of the Advances following the acceleration of the Advances pursuant to Article VII during the Non-Call Period shall be accompanied by a make-whole premium equal to the sum of the present value at such prepayment date (the “Trigger Date”) of all required interest and Administrative Agent Fee payments due on such Advances to and including the third anniversary of the Effective Date, computed upon the Trigger Date using a discount rate equal to the Treasury Rate at such Trigger Date plus 50 basis points and assuming that the rate of interest on the principal amount of the Advances from such Trigger Date to the third anniversary of the Second Amendment and Restatement Date will equal the Adjusted Facility Margin in effect on the Trigger Date. (f) Any amounts payable in accordance with this Section 4.07 in connection with any acceleration of the Advances shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the acceleration of the Advances, and the Company agrees that it is reasonable under the circumstances currently existing. The Company expressly agrees that (i) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Company giving specific consideration in the transaction for such agreement to pay the premium, (iv) the Company shall be estopped hereafter from claiming differently than as agreed to in this Section 4.07, (v) the agreement to pay the premium is a material inducement to the Lenders to make the Advances, and (vi) the premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such acceleration of the Advances. THE PREMIUM IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, AND THE PARTIES HERETO EACH ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT THE SETTLEMENT AMOUNT IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredAgent), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' ’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Revolving Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "“Market Value Cure" or in connection with the cure of a Default described in Article VII(n) ” in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' ’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "“Market Value Cure" ” or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment.. ​ (c) [Reserved].. ​ ​ ​ (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated.. ​ (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period. ​ (f) Without limitation of any of the foregoing, the Bridge Commitment shall be automatically terminated on the Scheduled Termination Date in respect of the Bridge Advances if such date occurs prior to the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After On any Business Day after the last day of the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred)Period, the Company shall be entitled at its option, subject to the payment of the any applicable premium described in Section 4.03(c)(ii)the immediately succeeding paragraph, and upon three (3) Business Days' prior written notice delivery of a Notice of Prepayment or Reduction to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium (if any) and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligationsobligations for which no claim has been made) or (ii) reduce in terminate all or part of the portion of the Financing Commitments that exceeds the sum of the outstanding AdvancesAdvances (after giving effect to any concurrent repayment of the Advances on such date). In additionEach such notice shall be irrevocable (unless such notice conditions such termination or reduction, as applicable, upon consummation of a transaction which is contemplated to result in a termination or reduction, as applicable, of the Financing Commitments, in which event such notice may be revocable or conditioned upon such consummation). Subject to the Effective Date Letter, each commitment reduction (or termination) pursuant to Section 4.07(a) above that is made during the Premium Call Period (unless, for the avoidance of doubt, the Premium Call Period has ended as a result of a Premium Call Termination Date), whether in full or in part (or terminates the Financing Commitments in whole) shall be automatically and irrevocably reduced accompanied by a premium equal to 0.50% of the principal amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amountsuch commitment reduction (or termination). (b) The Financing Commitments shall be automatically and irrevocably reduced on by all amounts that are used to prepay or repay Advances following the date occurrence and during the continuation of any prepayment made in accordance with the definition an Event of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment.Default; (c) [Reserved]. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (ed) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period. (e) Any prepayment of the Advances following the acceleration of the Advances pursuant to Article VII during the Non-Call Period shall be accompanied by a make-whole premium equal to the sum of the present value at such prepayment date (the “Trigger Date”) of all required interest payments due on such Advances to and including the third anniversary of the Effective Date, computed upon the Trigger Date using a discount rate equal to the Treasury Rate at such Trigger Date plus 50 basis points and assuming that the rate of interest on the principal amount of the Advances from such Trigger Date to the third anniversary of the Effective Date will equal the Adjusted Facility Margin in effect on the Trigger Date. (f) Any amounts payable in accordance with this Section 4.07 in connection with any acceleration of the Advances shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the acceleration of the Advances, and the Company agrees that it is reasonable under the circumstances currently existing. The Company expressly agrees that (i) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Company giving specific consideration in the transaction for such agreement to pay the premium, (iv) the Company shall be estopped hereafter from claiming differently than as agreed to in this Section 4.07, (v) the agreement to pay the premium is a material inducement to the Lenders to make the Advances, and (vi) the premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such acceleration of the Advances. THE PREMIUM IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, AND THE PARTIES HERETO EACH ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT THE SETTLEMENT AMOUNT IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred)Period, the Company shall be entitled at its option, subject to the payment of the any applicable premium described in Section 4.03(c)(ii), and upon three (3) Business Days' ’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all accrued and unpaid Administrative Agency Fees, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "“Market Value Cure" or in connection with the cure of a Default described in Article VII(n) ” in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or during the continuation of an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredAgent), the Company shall be entitled at its option, subject to the payment of the any premium described in Section 4.03(c)(ii)) to the extent the Non-Call Termination Date has not occurred on or prior to such date, and upon three (3) Business Days' ’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all accrued and unpaid Administrative Agency Fees, all applicable premium (if any) and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the any portion of the Financing Commitments that exceeds the sum of the outstanding AdvancesAdvances (after giving effect to any concurrent repayment of the Advances on such date). In addition, the Financing Commitments shall be automatically and irrevocably reduced by the any amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "“Market Value Cure" or in connection with the cure of a Default described in Article VII(n) ” in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredAgent), the Company shall be entitled at its option, subject to the payment of the any premium described in Section 4.03(c)(ii)) to the extent the Non-Call Termination Date has not occurred on or prior to such date, and upon three (3) Business Days' ’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium (if any) and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the any portion of the Financing Commitments that exceeds the sum of the outstanding AdvancesAdvances (after giving effect to any concurrent repayment of the Advances on such date). In addition, the Financing Commitments shall be automatically and irrevocably reduced by the any amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "“Market Value Cure" or in connection with the cure of a Default described in Article VII(n) ” in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) a. After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredAgent), the Company shall be entitled at its option, subject to the payment of the any premium described in Section 4.03(c)(ii)) to the extent the Non-Call Termination Date has not occurred on or prior to such date, and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium (if any) and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the any portion of the Financing Commitments that exceeds the sum of the outstanding AdvancesAdvances (after giving effect to any concurrent repayment of the Advances on such date). In addition, the Financing Commitments shall be automatically and irrevocably reduced by the any amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) b. The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]c. The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) d. All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) e. The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredAgent), the Company shall be entitled at its option, subject to the payment of the any premium described in Section 4.03(c)(ii)) to the extent the Non-Call Termination Date has not occurred on or prior to such date, and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium (if any) and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the any portion of the Financing Commitments that exceeds the sum of the outstanding AdvancesAdvances (after giving effect to any concurrent repayment of the Advances on such date). In addition, the Financing Commitments shall be automatically and irrevocably reduced by the any amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount.. #90948295v3 (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After The Effective Date Financing Commitments shall automatically be terminated upon the Non-Call Period earlier of (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred), x) the making of the Advance on the Effective Date and (y) 5:00 p.m. New York City time on the Effective Date. (a) The Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' ’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all accrued and unpaid fees, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C4.03(c) during the Reinvestment Period that exceeds the Excess Funded Revolving Amount. (b) The Permitted Merger Financing Commitments (if any) shall be automatically be terminated upon the earlier of (x) the making of the Advance on the Permitted Merger Effective Date and irrevocably reduced (y) 5:00 p.m. New York City time on the Permitted Merger Effective Date.reduced on the date of any prepayment made in accordance with the definition of "“Market Value Cure" or in connection with the cure of a Default described in Article VII(n) ” in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments of both Tranches in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments of either Tranche that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred), the The Company shall be entitled at its option, subject to the payment of the any applicable premium described in Section 4.03(c)(ii)the immediately succeeding paragraph, and upon three (3) Business Days' ’ prior written notice delivery of a Notice of Prepayment or Reduction to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all accrued and unpaid Administrative Agent Fee, all applicable premium (if any) and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligationsobligations for which no claim has been made) or (ii) reduce in terminate all or part of the portion of the Financing Commitments that exceeds the sum of the outstanding AdvancesAdvances (after giving effect to any concurrent repayment of the Advances on such date). In additionEach such notice shall be irrevocable (unless such notice conditions such termination or reduction, as applicable, upon consummation of a transaction which is contemplated to result in a termination or reduction, as applicable, of the Financing Commitments, in which event such notice may be revocable or conditioned upon such consummation). Subject to the Effective Date Letter, each commitment reduction (or termination) pursuant to Section 4.07(a) above (including, for the avoidance of doubt, following the acceleration of the Advances pursuant to Article VII) that is made during the Premium Call Period (unless, for the avoidance of doubt, the Premium Call Period has ended as a result of a Premium Call Termination Date), whether in full or in part (or terminates the Financing Commitments in whole) shall be automatically and irrevocably reduced accompanied by a premium equal to 1.00% of the principal amount of such commitment reduction (or termination) held by non-Defaulting Lenders; provided that, for the avoidance of doubt, no such premium shall be paid to any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded AmountDefaulting Lender. (b) The Financing Commitments shall be automatically and irrevocably reduced on by all amounts that are used to prepay or repay Advances following the date occurrence and during the continuation of any prepayment made in accordance with the definition an Event of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment.Default; (c) [Reserved]. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (ed) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period. (e) [reserved]. (f) Any amounts payable in accordance with this Section 4.07 in connection with any acceleration of the Advances shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the acceleration of the Advances, and the Company agrees that it is reasonable under the circumstances currently existing. The Company expressly agrees that (i) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Company giving specific consideration in the transaction for such agreement to pay the premium, (iv) the Company shall be estopped hereafter from claiming differently than as agreed to in this Section 4.07, (v) the agreement to pay the premium is a material inducement to the Lenders to make the Advances, and (vi) the premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such acceleration of the Advances. THE PREMIUM IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, AND THE PARTIES HERETO EACH ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT THE SETTLEMENT AMOUNT IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredAgent), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii4.03.(c)(a)(1)(ii), and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C4.03.(c)(a)(1)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved].; (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredset forth in Section 4.03(c)(i)(A)), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), option and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments there shall be automatically and irrevocably reduced by the amount of no premium or penalty for any prepayment of Advances pursuant following a Non-Call Termination Event); provided that, for the avoidance of doubt, the Financing Commitments may not be reduced to Section 4.03(c)(i)(C) during an amount less than the Reinvestment Period that exceeds the Excess Funded Amountthen-current aggregate Advances. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredAgent), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' ’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "“Market Value Cure" or in connection with the cure of a Default described in Article VII(n) ” in an amount equal to the amount of such prepayment. (c) [ReservedThe Financing Commitments shall be reduced by the amount of the sale proceeds resulting from a sale of any Portfolio Investment made at the direction of the Administrative Agent pursuant to Section 1.04.[Reserved].; (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredset forth in Section 4.03(c)(i)(A)), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), option and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, (x) if as of October 31, 2024 (or such later date otherwise agreed between the Administrative Agent and the Company), the CLO Closing Date has not occurred, the Company may reduce the Financing Commitments shall be automatically and irrevocably reduced by the amount of any anyin an amount up to U.S.$50,000,000 and (y) if the CLO Closing Date has occurred on or prior to October 31, 2024 (or such later date otherwise agreed between the Administrative Agent and the Company), the Company may reduce the Financing Commitments in an amount up to the lesser of (i) U.S.$250,000,000 and (ii) the principal amounts of Advances prepaid in connection with a prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded positive difference (if any) of (x)D), in each case, without any premium or penalty at any time (for the avoidance of doubt, there shall be no premium or penalty for any prepayment of Advances following a Non-Call Termination event); provided that, for the avoidance of doubt, the Financing Commitments may not be reduced to an amount less than the then-current aggregate outstanding principal amount of the Advances over (y) the then-current Minimum Funding Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred)Period, the Company shall be entitled at its option, subject to the payment of the any applicable premium described in Section 4.03(c)(ii), and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all accrued and unpaid Administrative Agency Fees, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or during the continuation of an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred)Period, the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded AmountAmount and by the amount of any prepayment described under Section 4.03(g). (b) If (1) JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or JPMorgan Chase Bank, National Associate or its Affiliate ceases to be the sole Required Lender or (2) a Lender (x) has provided notice of unlawfulness or a request for compensation, in each case, as provided in Section 3.01(e) or (f) or (y) has defaulted in its obligation to make Advances hereunder, the Company shall be entitled at its option, upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. (c) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (cd) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (de) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (ef) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period. Notwithstanding anything else in this Section 4.07 to the contrary, each reduction of Financing Commitments pursuant to this Section 4.07 shall be deemed to apply, first, to the portion of the Financing Commitments that may not be reborrowed until all such Financing Commitments have been reduced to zero and, second, to the portion of the Financing Commitments that may be reborrowed pursuant to Section 3.01(a) until all such Financing Commitments have been reduced to zero.

Termination or Reduction of Financing Commitments. (a) After On any Business Day after the last day of the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred)Period, the Company shall be entitled at its option, subject to the payment of the any applicable premium described in Section 4.03(c)(ii)the immediately succeeding paragraph, and upon three (3) Business Days' prior written notice delivery of a Notice of - 63 - Prepayment or Reduction to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium (if any) and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligationsobligations for which no claim has been made) or (ii) reduce in terminate all or part of the portion of the Financing Commitments that exceeds the sum of the outstanding AdvancesAdvances (after giving effect to any concurrent repayment of the Advances on such date). In additionEach such notice shall be irrevocable (unless such notice conditions such termination or reduction, as applicable, upon consummation of a transaction which is contemplated to result in a termination or reduction, as applicable, of the Financing Commitments, in which event such notice may be revocable or conditioned upon such consummation). Subject to the Effective Date Letter, each commitment reduction (or termination) pursuant to Section 4.07(a) above that is made during the Premium Call Period (unless, for the avoidance of doubt, the Premium Call Period has ended as a result of a Premium Call Termination Date), whether in full or in part (or terminates the Financing Commitments in whole) shall be automatically and irrevocably reduced accompanied by a premium equal to 0.50% of the principal amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amountsuch commitment reduction (or termination). (b) The Financing Commitments shall be automatically and irrevocably reduced on by all amounts that are used to prepay or repay Advances following the date occurrence and during the continuation of any prepayment made in accordance with the definition an Event of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment.Default; (c) [Reserved]. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (ed) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period. (e) Any prepayment of the Advances following the acceleration of the Advances pursuant to Article VII during the Non-Call Period shall be accompanied by a make-whole premium equal to the sum of the present value at such prepayment date (the “Trigger Date”) of all required interest payments due on such Advances to and including the third anniversary of the Effective Date, computed upon the Trigger Date using a discount rate equal to the Treasury Rate at such Trigger Date plus 50 basis points and assuming that the rate of interest on the principal amount of the Advances from such Trigger Date to the third anniversary of the Effective Date will equal the Adjusted Facility Margin in effect on the Trigger Date. (f) Any amounts payable in accordance with this Section 4.07 in connection with any acceleration of the Advances shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the acceleration of the Advances, and the Company agrees that it is reasonable under the circumstances currently existing. The Company expressly agrees that (i) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Company giving specific consideration in the transaction for such agreement to pay the premium, (iv) the Company shall be estopped hereafter from claiming differently than as agreed to in this Section 4.07, (v) the agreement to pay the premium is a material inducement to the Lenders to make the Advances, and (vi) the premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such acceleration of the Advances. THE PREMIUM IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, AND THE PARTIES HERETO EACH ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT THE SETTLEMENT AMOUNT IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred), the Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Company may reduce in part the portion of the Financing Commitments shall be automatically and irrevocably reduced by the amount ofthat exceeds the sum of the outstanding Advances one time on any Business Day prior to July 17, 2025 in an amount up to U.S.$235,000,000 (the "Optional Commitment Reduction Date") without any premium or penalty at any time (for the avoidance of doubt, there shall be no premium or penalty for any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded AmountAmount.following a Non-Call Termination Event); provided that, for the avoidance of doubt, the Financing Commitments may not be reduced to an amount less than the then-current aggregate Advances. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period. ARTICLE V THE PORTFOLIO MANAGER SECTION 5.01.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurredAgent), the Company shall be entitled at its option, subject to the payment of the any premium described in Section 4.03(c)(ii)) to the extent the Non-Call Termination Date has not occurred on or prior to such date, and upon three (3) Business Days' prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium (if any) and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the any portion of the Financing Commitments that exceeds the sum of the outstanding AdvancesAdvances (after giving effect to any concurrent repayment of the Advances on such date). In addition, the Financing Commitments shall be automatically and irrevocably reduced by the any amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Market Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.

Termination or Reduction of Financing Commitments. (a) After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent or a Non-Call Termination Event has occurred), the The Company shall be entitled at its option, (A) on any Business Day following the occurrence of any of the events set forth in Section 4.03(c)(ii)(B)-(E) or (B) after the Non-Call Period and, in the case of any termination or reduction pursuant to this clause (B) prior to the second anniversary of the Effective Date, subject to the payment of the premium described in Section 4.03(c)(ii) (if applicable), and and, in each case, upon three (3) Business Days' ’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances; provided that the premium described in clause (B) above shall not be payable following the occurrence of any of the events set forth in Section 4.03(c)(ii)(B)-(E). In addition, the Financing Commitments shall be automatically and irrevocably reduced by the amount of any prepayment of Advances pursuant to Section 4.03(c)(i)(C4.03(c)(i)(B) during the Reinvestment Period that exceeds the Excess Funded Amount. (b) The Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the definition of "Market “Collateral Value Cure" or in connection with the cure of a Default described in Article VII(n) ” in an amount equal to the amount of such prepayment. (c) [Reserved]The Financing Commitments shall be automatically and irrevocably reduced by all amounts that are used to prepay or repay Advances following the occurrence of a Collateral Value Event or an Event of Default. (d) All unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated. (e) The Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last day of the Reinvestment Period.