Common use of Borrowing Base Deficiency Cures Clause in Contracts

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable Borrowing Base Deficiency Cure Period either (A)(1) deposit into or credit to the Collection Account cash and Eligible Investments, (2) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3) sell Collateral Assets in accordance with Article X, (4) during the Reinvestment Period, pledge additional Collateral Assets as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets and each Obligor of such Collateral Asset to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. (a) Any Borrowing Base Deficiency may be cured by the Borrower taking one or more of the following actions in the aggregate amount necessary to cure such Borrowing Base Deficiency: (i) In addition to crediting Cash into the Principal Collection Account; (ii) repaying the applicable Advances Outstanding in accordance with Section 2.3(b); or (iii) posting additional Eligible Loans and/or Permitted Investments as Collateral; provided that (x) the amount of any other obligation reduction of the Borrower to cure any a Borrowing Base Deficiency pursuant to any such additional Eligible Loans shall be the terms Adjusted Borrowing Value of such Eligible Loans and (y) the use of this Agreement, if any clause (iii) to cure a Borrowing Base Deficiency exists, then during the Borrower Amortization Period shall within the applicable Borrowing Base Deficiency Cure Period either (A)(1) deposit into or credit be subject to the Collection Account cash and Eligible Investments, (2) repay Advances (together with all accrued and unpaid costs and expenses approval of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3) sell Collateral Assets in accordance with Article X, (4) during the Reinvestment Period, pledge additional Collateral Assets as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such saleits sole discretion. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to the Borrower may cure a Borrowing Base Deficiency by any combination of (i), (ii) or (iii) of this Section 2.6(a). Notwithstanding any other provisions of this Agreement, if the Borrower has eliminated a Borrowing Base Deficiency pursuant to clause (i) of this Section 2.6, for so long as no Default, Event of Default or Borrowing Base Deficiency will exist after giving effect thereto, upon written request of the Borrower to the Collateral Agent to release such funds from the Principal Collection Account and certification by the Borrower that immediately after giving effect to the return of any such Cash, no Borrowing Base Deficiency, Default or Event of Default will exist, the Borrower shall be permitted the return of all or a portion of the Cash so deposited in the Principal Collection Account and the Collateral Agent shall deposit the amount so requested into the Interest Collection Account. (iib) In connection with No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or pledge posting of additional Collateral Assets as Collateral Eligible Loans pursuant to Section 2.05(c)(i2.6(a), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (xi) to the Administrative Agent and each Related Group (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge posting and a duly completed Borrowing Base Calculation StatementCertificate, updated to the date such repayment or pledge posting is being made and giving pro forma effect to such repayment or pledgeposting, and (yii) to the Administrative Agent, if applicable, a description of any Collateral Assets Eligible Loan and each Obligor of such Collateral Asset Eligible Loan to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets committed to be acquired or sold by the Borrower prior added to the occurrence of such Borrowing Base Deficiency that have not yet settledupdated Loan Schedule. Any notice pertaining to any repayment or any posting pursuant to this Section 2.6 shall be irrevocable.

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency (Aggregate) pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable may eliminate such Borrowing Base Deficiency Cure Period either in its entirety by effecting one or more (A)(1or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account cash and Eligible Investments, (2B) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Document Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3C) sell Collateral Assets in accordance with Article X, and/or (4D) during the Reinvestment Period, pledge additional Collateral Assets as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Document Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets and each Obligor of such Collateral Asset to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not (a) be permitted to draw in the Eligible Currency related to such Borrowing Base Deficiency or (b) request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset denominated in the Eligible Currency affected by such Borrowing Base Deficiency from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable may eliminate such Borrowing Base Deficiency Cure Period either in its entirety by effecting one or more (A)(1or any combination thereof) of the following actions: (A) deposit into or credit to the a Collection Account cash and Eligible Investments, (2B) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3C) sell Collateral Assets in accordance with Article X, (4D) during the Reinvestment Period, pledge additional Collateral Assets as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged , and/or (E) deliver an Equity Cure Notice pursuant to this clause Section 2.05(c)(ii) (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) monthsand after delivery of such Equity Cure Notice, so long as the Borrower shall eliminate such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager Borrowing Base Deficiency in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (Asuch Section 2.05(c)(ii), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale). For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) The Borrower may cure a Borrowing Base Deficiency pursuant to Section 2.05(c)(i)(E) by delivering a notice to the Administrative Agent within three (3) Business Days after the occurrence of such Borrowing Base Deficiency (such notice, an “Equity Cure Notice”) and subject to the following requirements: (A) such Equity Cure Notice sets forth evidence reasonably satisfactory to the Administrative Agent that (1) the Equityholder has rights pursuant to its Constituent Documents to call capital from its equityholders in an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.05(c)(i)), (2) the Equityholder has made a capital call on its equityholder(s) in an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.05(c)(i)) and (3) the proceeds of such capital call will be contributed by the Equityholder to the Borrower; (B) the amount necessary to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.05(c)(i)) is contributed from the Equityholder to the Borrower in immediately available funds, and such amount shall be applied by the Borrower to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.05(c)(i)) within ten (10) (or, solely with respect to any administrative error relating to the applicable capital call, eleven (11)) Business Days from the date such Equity Cure Notice is delivered to the Administrative Agent; and (C) such Equity Cure Notice shall be delivered to the Administrative Agent within one (1) Business Day of the Equityholder making a capital call on its equityholder(s); provided that no Equity Cure Notice may be delivered if, with respect to any prior capital call duly made by the Equityholder in accordance with the terms of its constituent documents, the Equityholder shall have received by the applicable due date (after all applicable grace periods elapsed) less than 85% (measured as a percentage of the aggregate amount of such capital call) of such capital call with no more than three (3) unaffiliated limited partners defaulting on such capital call; provided, further, that the Equityholder shall provide prompt written notice to the Administrative Agent of the occurrence of the foregoing; provided, further, that if the Equityholder is unable to raise the required capital to cure any such event, the Equityholder shall not be permitted to deliver any future Equity Cure Notices. (iii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets and each Obligor of such Collateral Asset to be pledged. (iiiiv) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. (a) Any Borrowing Base Deficiency may be cured by the Borrower taking one or more of the following actions in the aggregate amount necessary to cure such Borrowing Base Deficiency: (i) In addition to crediting Cash into the Principal Collection Account; (ii) repaying the applicable Advances Outstanding in accordance with Section 2.3(b); or (iii) posting additional Eligible Loans and/or Permitted Investments as Collateral; provided that (x) the amount of any other obligation reduction of the Borrower to cure any a Borrowing Base Deficiency pursuant to any such additional Eligible Loans shall be the terms Adjusted Borrowing Value of such Eligible Loans and (y) the use of this Agreement, if any clause (iii) to cure a Borrowing Base Deficiency exists, then during the Borrower Amortization Period shall within the applicable Borrowing Base Deficiency Cure Period either (A)(1) deposit into or credit be subject to the Collection Account cash and Eligible Investments, (2) repay Advances (together with all accrued and unpaid costs and expenses approval of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3) sell Collateral Assets in accordance with Article X, (4) during the Reinvestment Period, pledge additional Collateral Assets as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such saleits sole discretion. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to the Borrower may cure a Borrowing Base Deficiency by any combination of (i), (ii) or (iii) of this Section 2.6(a). Notwithstanding any other provisions of this Agreement, if the Borrower has eliminated a Borrowing Base Deficiency pursuant to clause (i) of this Section 2.6, for so long as no Default, Event of Default or Borrowing Base Deficiency will exist after giving effect thereto, upon written request of the Borrower to the Collateral Agent to release such funds from the Principal Collection Account and certification by the Borrower that immediately after giving effect to the return of any such Cash, no Borrowing Base Deficiency, Default or Event of Default will exist, the Borrower shall be permitted the return of all or a portion of the Cash so deposited in the Principal Collection Account and the Collateral Agent shall deposit the amount so requested into the Interest Collection Account. (iib) In connection with No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or pledge posting of additional Collateral Assets as Collateral Eligible Loans pursuant to Section 2.05(c)(i2.6(a), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (xi) to the Administrative Agent and Lenders (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge posting and a duly completed Borrowing Base Calculation StatementCertificate, updated to the date such repayment or pledge posting is being made and giving pro forma effect to such repayment or pledgeposting, and (yii) to the Administrative Agent, if applicable, a description of any Collateral Assets Eligible Loan and each Obligor of such Collateral Asset Eligible Loan to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets committed to be acquired or sold by the Borrower prior added to the occurrence of such Borrowing Base Deficiency that have not yet settledupdated Loan Schedule. Any notice pertaining to any repayment or any posting pursuant to this Section 2.6 shall be irrevocable.

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable may eliminate such Borrowing Base Deficiency Cure Period either in its entirety by effecting one or more (A)(1or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account cash and Eligible Investments, (2B) repay Advances (together with any breakage payments pursuant to Section 2.10 and all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), ) or (3) sell Collateral Assets in accordance with Article X, (4C) during the Reinvestment Period, pledge additional Collateral Assets Loans as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets Loans as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets Loans and each Obligor of such Collateral Asset Loan to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset Loan from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled).

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable may eliminate such Borrowing Base Deficiency Cure Period either in its entirety by effecting one or more (A)(1or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account cash and Eligible Investments, (2B) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3C) sell Collateral Assets Loans in accordance with Article X, or (4D) during the Reinvestment Period, pledge additional Collateral Assets Loans as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets Loans as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets Loans and each Obligor of such Collateral Asset Loan to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the USActive 55502425.1255502425.13 Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset Loan from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets Loans committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency (Aggregate) pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable may eliminate such Borrowing Base Deficiency Cure Period either in its entirety by effecting one or more (A)(1or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account cash and Eligible Investments, (2B) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Document Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3C) sell Collateral Assets in accordance with Article X, and/or (4D) during the Reinvestment Period, pledge additional Collateral Assets as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Document Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets and each Obligor of such Collateral Asset to be pledged. (iii) (ii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower USActive 59109857.1659109857.18 shall not (a) be permitted to draw in the Eligible Currency related to such Borrowing Base Deficiency or (b) request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset denominated in the Eligible Currency affected by such Borrowing Base Deficiency from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable may eliminate such Borrowing Base Deficiency Cure Period either in its entirety by effecting one or more (A)(1or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account cash Cash and Eligible Investments, (2B) repay the Advances (together with any breakage payments pursuant to Section 2.10 and all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), or (3C) sell Collateral Assets Loans in accordance with Article X, (4) during the Reinvestment Period, pledge additional Collateral Assets as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base DeficiencySection 10.01. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice ) a Notice of such repayment or pledge Prepayment and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets and each Obligor of such Collateral Asset to be pledgedrepayment. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset Loan from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable may eliminate such Borrowing Base Deficiency Cure Period either in its entirety by effecting one or more (A)(1or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account cash and Eligible Investments, (2B) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Document Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3C) sell Collateral Assets Loans in accordance with Article X, (4D) during the Reinvestment Period, pledge additional Collateral Assets Loans as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged and/or (E) deliver an Equity Cure Notice pursuant to this clause Section 2.05(c)(ii) (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) monthsand after delivery of such Equity Cure Notice, so long as the Borrower shall eliminate such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager Borrowing Base Deficiency in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (Asuch Section 2.05(c)(ii), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale). For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) The Borrower may cure a Borrowing Base Deficiency pursuant to Section 2.05(c)(i)(E) by delivering a notice to the Administrative Agent (with a copy to the Collateral Agent) within three (3) Business Days after such Borrowing Base Deficiency (such notice, an “Equity Cure Notice”) and subject to the following requirements: (A) such Equity Cure Notice sets forth evidence reasonably satisfactory to the Administrative Agent that (1) the Equityholder has rights pursuant to its Constituent Documents to call capital from its equityholders in an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.05(c)(i)), (2) the Equityholder has made a capital call on its equityholder(s) in an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.05(c)(i)) and (3) the proceeds of such capital call will be contributed by the Equityholder to the Borrower; (B) the amount necessary to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.05(c)(i)) is contributed from the Equityholder to the Borrower in immediately available funds, and such amount shall be applied by the Borrower to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.05(c)(i)) within ten (10) Business Days of the date such Equity Cure Notice is delivered to the Administrative Agent; and (C) no more than two Equity Cure Notices has been delivered within the previous twelve (12) calendar months; provided that no Equity Cure Notice may be delivered if, with respect to any prior capital call duly made by the Equityholder in accordance with the terms of its constituent documents, the Equityholder shall have received by the applicable due date (after all applicable grace periods elapsed) less than 85% (measured as a percentage of the aggregate amount of such capital call) of such capital call with no more than three (3) unaffiliated limited partners defaulting on such capital call; provided, further, that the Equityholder shall provide prompt written notice to the Administrative Agent of the occurrence of the foregoing; provided, further, that if the Equityholder is unable to raise the required capital to cure any such event, the Equityholder shall not be permitted to deliver any future Equity Cure Notices. (iii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets Loans as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager Servicer on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Document Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets Loans and each Obligor of such Collateral Asset Loan to be pledged. (iiiiv) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset Loan from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets Loans committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable may eliminate such Borrowing Base Deficiency Cure Period either in its entirety by effecting one or more (A)(1or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account cash and Eligible Investments, (2B) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3C) sell Collateral Assets Loans in accordance with Article X, or (4D) during the Reinvestment Period, pledge additional Collateral Assets Loans as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets Loans as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets Loans and each Obligor of such Collateral Asset Loan to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset Loan from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets Loans committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable may eliminate such Borrowing Base Deficiency Cure Period either in its entirety by effecting one or more (A)(1or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account cash and Eligible Investments, (2B) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3C) sell Collateral Assets in accordance with Article X, and/or (4D) during the Reinvestment Period, pledge additional Collateral Assets as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets and each Obligor of such Collateral Asset to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable may eliminate such Borrowing Base Deficiency Cure Period either in its entirety by effecting one or more (A)(1or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account cash and Eligible Investments, (2B) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3C) sell Collateral Assets Loans in accordance with Article X, and/or (4D) during the Reinvestment Period, pledge additional Collateral Assets Loans as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets Loans as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets Loans and each Obligor of such Collateral Asset Loan to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset Loan from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets Loans committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable may eliminate such Borrowing Base Deficiency Cure Period either in its entirety by effecting one or more (A)(1or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account cash and Eligible Investments, (2B) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3C) sell Collateral Assets LoansAssets in accordance with Article X, and/or (4D) during the Reinvestment Period, pledge additional Collateral Assets LoansAssets as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets LoansAssets as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets LoansAssets and each Obligor of such Collateral Asset LoanAsset to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset LoanAsset from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets LoansAssets committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. Any Borrowing Base Deficiency must be cured by the Borrower within five (5) Business Days (or ten (10) Business Days if such deficiency is solely the result of the decrease of the Assigned Value of a Loan by the Controlling Lender pursuant to clause (b) or (c) of the definition of Assigned Value) of the occurrence thereof by taking one or more of the following actions: (i) In addition crediting Cash into the Principal Collection Account; (ii) repaying the applicable Advances Outstanding in accordance with Section 2.3(b); (iii) solely with respect to a Class A Borrowing Base Deficiency, drawing a Class B Advance in accordance with Sections 2.1(b) and 2.2; or (iv) posting additional Eligible Loans (subject to Controlling Lender approval as specified in the definition of Eligible Loan) and/or Permitted Investments as Collateral; provided that the amount of any other obligation reduction of the Borrower to cure any such Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable Borrowing Base Deficiency Cure Period either (A)(1) deposit into or credit to the Collection Account cash and such additional Eligible Investments, (2) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3) sell Collateral Assets in accordance with Article X, (4) during the Reinvestment Period, pledge additional Collateral Assets as Collateral; provided that no Administrative Agent approval Loans shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset the Adjusted Borrowing Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such saleEligible Loans. For the avoidance of doubt, the Borrower may cure a Class A Borrowing Base Deficiency by any combination of (i), (ii), (iii) or (iv) of this Section 2.6 (or by any other action(s) with the prior written consent of the Controlling Lender) and the Borrower may cure a Class B Borrowing Base Deficiency by any combination of (i), (ii) or (iv) of this Section 2.6 (or by any other action(s) with the prior written consent of both the Controlling Lender and the Majority Class B Lenders). Notwithstanding any other provisions of this Agreement, if the Borrower has eliminated a Borrowing Base Deficiency pursuant to clause (i) of this Section 2.6, upon written request of the Borrower to the Trustee to release such funds from the Principal Collection Account and certification by the Borrower that immediately after giving effect to the return of any such Cash no Prepayment Fee Borrowing Base Deficiency will exist, the Borrower shall be required entitled to the return of all or a portion of the Cash so deposited in connection with any prepayment the Principal Collection Account and the Trustee shall pay the amount so requested to the Borrower. For the avoidance of an Advance made doubt, if a Class A Borrowing Base Deficiency and a Class B Borrowing Base Deficiency occur simultaneously, the Class A Borrowing Base Deficiency must be cured prior to cure a the Class B Borrowing Base Deficiency. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets and each Obligor of such Collateral Asset to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable Borrowing Base Deficiency Cure Period either (A)(1) deposit into or credit to the Collection Account cash and Eligible Investments, (2) repay Advances (together with all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repayment, in each case in respect of the amount so repaid), (3) sell Collateral Assets in accordance with Article X, (4) during the Reinvestment Period, pledge additional Collateral Assets as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets as Collateral pursuant to Section 2.05(c)(i2.05(c), (i) the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets and each Obligor of such Collateral Asset to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.

Borrowing Base Deficiency Cures. (i) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if any Borrowing Base Deficiency exists, then the Borrower shall within the applicable may eliminate such Borrowing Base Deficiency Cure Period either in its entirety by effecting one or more (A)(1or any combination thereof) of the following actions: (A) deposit into or credit to the Principal Collection Account cash Cash and Eligible Investments, (2B) repay Advances (together with any breakage payments pursuant to Section 2.10 and all accrued and unpaid costs and expenses of the Agents, Custodian, Collateral Administrator, Securities Intermediary and the Lenders for which the Borrower has received a reasonably detailed invoice prior to such date of repaymentLenders, in each case in respect of the amount so repaid), ) or (3) sell Collateral Assets in accordance with Article X, (4C) during the Reinvestment Period, pledge additional Collateral Assets Loans as Collateral; provided that no Administrative Agent approval shall be required for a Collateral Asset pledged pursuant to this clause (4) to be treated as an “Eligible Collateral Asset” for a period not exceeding nine (9) months, so long as such additional Collateral Asset (I) is (x) a Broadly Syndicated Loan or (y) constitutes a portion of a pre-existing Eligible Collateral Asset that was approved by Administrative Agent, (II) has not been subject to an Asset Value Adjustment Event and (III) has not experienced a deterioration in the credit worthiness of the related Obligor or of the Obligor’s general industry, as determined by the Collateral Manager in accordance with the Collateral Management Standard and certified by the Collateral Manager to the Administrative Agent, and/or (5) deliver a Capital Raise Notice and/or (B) deliver to the Administrative Agent a written report (the “Cure Report”) showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the occurrence of the Borrowing Base Deficiency, which Cure Report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such Cure Report) only if such sales are to Approved Broker Dealers or the Equityholder and Borrower reasonably expects such sales to be settled within twelve (12) Business Days of the Borrower’s commitment to such sale. For the avoidance of doubt, no Prepayment Fee shall be required in connection with any prepayment of an Advance made to cure a Borrowing Base Deficiency. (ii) In connection with the proposed repayment of Advances or pledge of additional Collateral Assets Loans as Collateral pursuant to Section 2.05(c)(i), the Borrower (or the Collateral Manager on its behalf) shall deliver in accordance with Section 2.05(a), (x) to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Custodian), notice of such repayment or pledge and a duly completed Borrowing Base Calculation Statement, updated to the date such repayment or pledge is being made and giving pro forma effect to such repayment or pledge, and (y) to the Administrative Agent, if applicable, a description of any Collateral Assets Loans and each Obligor of such Collateral Asset Loan to be pledged. (iii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Default or Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Borrower shall not request that the Collateral Agent grant the release of any Lien on, or the transfer of, any Collateral Asset Loan from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral Assets Loans committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.