Common use of Distributions, Reinvestment and Dividends Clause in Contracts

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved by the Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager), any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A) to the Lenders, an amount equal to the Interest on the Loans accrued during the Accrual Period with respect to such Distribution Date (and any Interest with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans in the amount necessary to reduce the Revolving Loans outstanding to an amount not to exceed the Borrowing Base and the Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, in the amount necessary to reduce the Loans outstanding to zero; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (L) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved by the Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro rata, to the Designated Reporting Entity, Collateral Agent and to the Collateral Custodian, any accrued and unpaid fees and expenses of the Designated Reporting Entity, Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager), any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period, otherwise (BB)(x) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A) to the Lenders, an amount equal to the Interest on the Loans accrued during the Accrual Period with respect to such Distribution Date (and any Interest with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans in the amount necessary to reduce the Revolving Loans outstanding to an amount not to exceed the Borrowing Base Base, or Term Loans once the Revolving Loans have been fully prepaid, and the Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, in the amount necessary to reduce the Loans outstanding to zero; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (L) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Designated Reporting Entity, Collateral Agent and the Collateral Custodian, any fees and expenses of the Designated Reporting Entity, Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Designated Reporting Entity, the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Designated Reporting Entity, the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution DateDate (other than a date upon which the CLO Takeout occurs), the Collateral Agent shall distribute from the Interest Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Facility Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (Bii) SECOND, pro rata, (1) to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C2) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Cayman Administrator, any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period, otherwise fees and expenses and (B3) to the Collateral ManagerServicer, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period Servicer Expenses, which amounts payable pursuant to clauses (2) and (y3) one half of collectively shall not exceed $30,000 on any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingDistribution Date; (Diii) FOURTHTHIRD, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(iii), (A) to the Agents on behalf of their respective Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Facility Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (Eiv) FOURTH, to the extent not waived or deferred by the Servicer, to the Servicer, any accrued and unpaid Senior Servicing Fee for the related Collection Period; (v) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances, (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the any Borrowing Base and (2) if either the Foreign Currency Loan Amount will Minimum Diversity Test or the Minimum Equity Test is not exceed satisfied on such Distribution Date, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding to zero; (Fvi) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, (1) if no Revaluation Diversion Event has occurred, the Diversity Score is less greater than 10 and no Unmatured Event of Default or equal to 7an Event of Default has occurred and is continuing, to the Lender Borrower, otherwise (2) to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, Advances outstanding in the amount necessary to reduce the Loans Advances outstanding to zero; (Hvii) EIGHTHSEVENTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(vii), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (Iviii) NINTHEIGHTH, to any Affected Persons, any Increased Costs then due and owing; (Jix) TENTHNINTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(i) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (Kx) ELEVENTHTENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (Lxi) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTHELEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(ii) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction DocumentsCustodian; (Nxii) FOURTEENTHTWELFTH, to the extent not waived or deferred by the Servicer, to the Servicer, any accrued and unpaid Subordinated Servicing Fee for the related Collection Period; (xiii) THIRTEENTH, to pay any other amounts due from the Borrower under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and; (Oxiv) FOURTEENTH, during the Revolving Period if an Unmatured Event of Default or an Event of Default has not occurred and is continuing and at the election of the Servicer, to be deposited in the Principal Collection Account as Principal Collections; (xv) FIFTEENTH, (A1) during the Revolving Period, (x) during if an Unmatured Event of Default, a Specified Borrowing Base Breach Default or an Event of DefaultDefault has occurred and is continuing, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or Collections, otherwise (y2) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the BorrowerAvailable, including as to make a distribution to the Equityholder and (B) after in accordance with the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the EquityholderPreference Share Purchase Agreement. (iib) From On each Distribution Date (other than a date upon which the CLO Takeout occurs), the Collateral Agent shall distribute from the Principal Collection Account, in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Facility Agent pursuant to Section 8.5, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (Ai) FIRST, to pay, in accordance with Section 8.3(a)(i8.3(a) above, the amounts referred to in clauses (Ai) through (F), in that order, but, in each case, only to the extent not paid in full thereunderiv) above; (Bii) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G)Period, to the Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding, until repaid in full; (Ciii) THIRD, to pay, in accordance with Section 8.3(a)(i8.3(a) above, the amounts referred to in clause clauses (Hvi) of such Section 8.3(a)(ithrough (xii) but, in each case, only to the extent not paid in full thereunderabove; (Div) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to remain in the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for ReinvestmentCollections; and (Jv) TENTHFIFTH, after the end of the Revolving Period, the remaining Amount Available Available, to the Borrower, including to make a distribution to Equityholder in accordance with the EquityholderPreference Share Purchase Agreement. (bc) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Principal Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Principal Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 12:00 p.m., in New York City time, on the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 12:00 p.m. (or 12:30 p.m. if the applicable Reinvestment Request is submitted after 11:00 a.m. on such Business Day) New York City time on the applicable Reinvestment Date, the Collateral Agent shall have provided to the Facility Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(c), shall be irrevocable and binding on the Borrower. (d) Notwithstanding the above, with respect to the Distribution Date occurring on the date of the CLO Takeout, all Interest Collections and Principal Collections in the Collection Account will be distributed by the Collateral Agent in accordance with the flow-of-funds memo agreed to between the Facility Agent, the Equityholder and the Servicer (a copy of which will be provided to the Collateral Agent) and, in the event of any conflict between such flow-of-funds memo and any provision of this Agreement, such flow-of-funds memo will control. (e) Notwithstanding the foregoing, if the CLO Takeout does not occur by reason of an Event of Default, then Borrower shall pay as administrative expenses the costs of setting up this facility, the Transaction Documents and related documentation. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On or prior to each Distribution Date, the Collateral Agent shall transfer from the Collection Account to the Payment Account the Amount Available for such Distribution Date and on each Distribution Date distribute from the Collection Account, Payment Account the Amount Available solely in accordance with the applicable Monthly Report prepared by the Collateral Administrator and approved by the Agent pursuant to Section 8.5, the Amount Available for such Distribution Date 8.5 in the following order of priority: (i) From the Interest Collection Payment Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 50,000 on any Distribution Date; (B) SECOND, in the following order of priority, first, pro rata, to the Collateral Agent and to Agent, the Collateral CustodianAdministrator, the Securities Intermediary, the Document Custodian any accrued and unpaid Collateral Agent Fees and Expenses Expenses, Collateral Administrator Fees and Collateral Expenses, Document Custodian Fees and Expenses for the related Collection PeriodAccrual Period pursuant to the Collateral Agent, which Collateral Administrator and Document Custodian Fee Letter, and second, to any reporting agent appointed pursuant to Section 10.27 any accrued and unpaid expenses of such reporting agent for the related Accrual Period pursuant any fee letter for such reporting agent, provided that the amount in this clause (B) shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager Servicer (unless waived or deferred in whole or in part by the Collateral ManagerServicer), any accrued and unpaid Primary Collateral Manager Fee for fees of the related Collection Period, otherwise (B) Servicer in an aggregate amount not to exceed the Collateral Manager, (x) one half amount of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingServicer Fee; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A) to the Lenders, an amount equal to the Interest on the Loans accrued during the Accrual Period with respect to such Distribution Date (and any Interest with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans in the amount necessary to reduce the Revolving Loans outstanding Outstanding Loan Amount to an amount not to exceed the Borrowing Base and and/or cause the Foreign Currency Loan Amount will not to exceed the Foreign Currency Sublimit; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, in the amount necessary to reduce the Loans outstanding to zero; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(i)(G), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (IH) NINTHEIGHTH, to any Affected Persons, any Increased Costs then due and owing; (JI) TENTHNINTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (KJ) ELEVENTHTENTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (LK) TWELFTHELEVENTH, (1) at the election of the Collateral Manager Servicer to pay to the Collateral Manager Servicer any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursedServicer Fee; (ML) THIRTEENTHTWELFTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and Agent, the Collateral CustodianAdministrator, the Securities Intermediary, the Document Custodian or any reporting agent appointed pursuant to Section 10.27, any Collateral Agent Fees and Expenses Expenses, Collateral Administrator Fees and Collateral Expenses, Document Custodian Fees and Expenses or other expenses due to the Collateral Agent and Agent, Collateral Administrator, the Collateral Securities Intermediary, the Document Custodian or such reporting agent under the Transaction Documents; (NM) FOURTEENTHTHIRTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (ON) FIFTEENTHFOURTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach Default or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder (or its designee) or for Reinvestment and (B) after the end of the Revolving Period, (x) during an Unmatured Event of Default or Event of Default, to remain in the Interest Collections Account as Interest Collections or (y) the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the EquityholderEquityholder (or its designee). (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (FE), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and Period, (x) if the Diversity Score is greater than or equal to the extent not repaid in full pursuant to Section 8.3(a)(i)(G)40, to the Lenders pro rata to repay the Loans outstandingOutstanding Loan Amount in an amount equal to the product of (1) the amount of principal proceeds then available and (2) 80%, until repaid (y) if both (i) the Diversity Score is less than 40 but greater than or equal to 30 and (ii) Collateral Obligations constituting less than 30% of the Aggregate Principal Balance are currently subject to Evaluation Events, to repay the Outstanding Loan Amount in fullan amount equal to the product of (1) the amount of principal proceeds then available and (2) 85%, or (z) otherwise, to repay the Outstanding Loan Amount; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (HF) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (IG) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (JH) of such Section 8.3(a)(i) but but, in each case, only to the extent not paid in full thereunder; (F) SIXTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but only to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts)in full thereunder; (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (LJ) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (H) EIGHTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(L), to the Collateral Agent, Collateral Administrator, the Securities Intermediary, the Document Custodian or any reporting agent appointed pursuant to Section 10.27, any costs and expenses due to the Collateral Agent, the Securities Intermediary, Collateral Administrator, the Document Custodian or such reporting agent under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (I) NINTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (K) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (GI) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (HJ) EIGHTHTENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (JK) TENTH, after the end of the Revolving PeriodELEVENTH, the remaining Amount Available to the Borrower, including to make a Borrower for distribution to the EquityholderEquityholder (or its designee), unless an Event of Default or Unmatured Event of Default has occurred and is continuing. (b) Only during the Revolving Period, the Borrower may make distributions pursuant to Section 10.16 and the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding Outstanding Loan Amount in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C)B) only, to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, the Collateral Administrator, each Lender Agent and the Agent of the proposed ReinvestmentReinvestment (A) for any Pre-Approved Collateral Obligations or Automatic Approval Collateral Obligations, at or prior to 2:00 p.m.on the proposed date of such Reinvestment and (B) for any Collateral Obligations except as set forth in clause (A), in the Applicable Time Zone, three (1) two (23) Business Days prior to (and the Agent shall use reasonable efforts to revert on such request by the end of such Business Day), the proposed date of such Reinvestment (the “Reinvestment Date”); provided that, in the case of clause (B) above, such related approval of the Reinvestment by the Agent shall be valid for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to thirty calendar days as of the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral ObligationsDate. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses clause (i) and (m) thereof, shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent Administrator no later than 11:00 a.m. 2:00 p.m. New York City time on the Reinvestment Date, the Collateral Agent Administrator shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s and the Collateral Administrator’s receipt of an Officer’s Certificate a Borrower Order (or the Servicer on behalf of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (iBorrower) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be required to settle any pending acquisition of an Eligible Collateral Obligation within ten Obligation. (10d) Notwithstanding the foregoing, so long as no Unmatured Event of Default or Event of Default has occurred and is continuing, on any Business Days Day, the Borrower may, with the consent of the Funding Agent in its reasonable discretion, direct the Collateral Agent to apply amounts on deposit in the Collection Account to pay taxes and governmental fees, Collateral Agent Fees and Expenses, Collateral Administrator Fees and Expenses and Document Custodian Fees and Expenses, Increased Costs and Indemnified Amounts (subject to the limitations set forth in this Section 8.3), so long as an amount at least equal to the aggregate amount required to make the payments on the next Distribution Date for each of the items with respect to priority higher than such Loantaxes or governmental fees, Collateral Agent Fees and Expenses, Collateral Administrator Fees and Expenses and Document Custodian Fees and Expenses, Increased Costs or Indemnified Amounts, as applicable, remains in the applicable Collection Account after such application.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Facility Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes Taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed in the aggregate the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A1) if no Specified Borrowing Base Breach Unmatured Equityholder Credit Event has occurred, to the Collateral Manager Services Provider (unless waived or deferred in whole or in part by the Collateral ManagerServices Provider), any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection Period, otherwise Period or (B2) to the Collateral Managerotherwise, (xA) one half of any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection Period to the Services Provider and (yB) one half of any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B2) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Lender Agents and the Facility Agent and (C3) to the Hedge Counterparties, any amounts owed for on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving PeriodPeriod (and including, for the avoidance of doubt, during the continuance of a Specified Borrowing Base Breach), to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the lower of the Borrowing Base and the Foreign Currency Loan Amount will Maximum Availability and (2) if either (or both of) the Minimum Diversity Diversion Test or the Minimum Equity Condition is not exceed satisfied on such Distribution Date, in the Foreign Currency Sublimitamount necessary to satisfy the Minimum Diversity Diversion Test and the Minimum Equity Condition; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, (1) if the Diversity Score is less than or equal to 7a Revaluation Diversion Event has occurred, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingAdvances outstanding and (2) with respect to any Warranty Collateral Obligation that has not been repurchased or substituted pursuant to Section 7.12, to the Agents on behalf of their respective Lenders pro rata to repay the Advances outstanding in an amount equal, without duplication of previous payments pursuant to this subclause (2) or Section 7.12, to the Collateral Obligation Amount of all such Warranty Collateral Obligations; (G) SEVENTH, to the Services Provider (unless waived or deferred in whole or in part by the Services Provider), any fees of the Services Provider in an aggregate amount not to exceed the amount of any accrued and unpaid Secondary Servicing Fee for the related Collection Period, as well as any expenses of the Services Provider or other amounts owing to the Services Provider, in the amount necessary to reduce the Loans outstanding to zeroeach case reimbursable or owing hereunder; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (L) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, rata to the Collateral Agent Agent, the Securities Intermediary and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents; (M) THIRTEENTH, at the election of the Services Provider to pay to the Services Provider any deferred and unpaid Primary Servicing Fee or deferred and unpaid Secondary Servicing Fee; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a8.3(a)(i); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Facility Termination Event of Default, a Specified Borrowing Base Breach or an Unmatured Services Provider Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans (y) otherwise (A) during the Revolving Period, at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections (1) to be deposited in the Principal Collection Account as Principal Collections to be reinvested in additional Collateral Obligations or (2) to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (FE), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full paid pursuant to Section 8.3(a)(i)(G8.3(a)(i)(F), to the Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (HG) through (L) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not previously paid in full thereunderpursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(M), to the Collateral Agent and the Collateral Custodian, any costs and expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (LN) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied;and (HF) EIGHTHSIXTH, (x) during an Unmatured Facility Termination Event or an Unmatured Services Provider Event of Default, to pay, remain in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed or (y) otherwise (A) during the Revolving Period, to remain in the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and Principal Collection Account as Principal Collections and (JB) TENTH, after the end of the Revolving Period, the remaining Amount Available constituting Principal Collections to the Borrower, including to make a distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may make distributions pursuant to Section 10.16. The Borrower may also withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Payment Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, Date and the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein shall be accompanied by an Asset Approval Request with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable)proposes to acquire; (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager Services Provider on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Facility Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Services Provider as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanAdvance.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection AccountAccount (except to the extent provided below), solely in accordance with the applicable Monthly Collateral Report prepared by the Collateral Agent and approved by the Administrative Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in as follows: (I) On each Distribution Date, prior to the following order distribution of priorityany Principal Collections, Interest Collections shall be applied as follows: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 50,000 on any Distribution Date; (Bii) SECOND, pro rata(x) first, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and (y) second, to the Collateral Custodian Capped Fees/Expensespayment of Other Administrative Expenses owing by the Borrower, respectivelyif any, which expenses shall not exceed $10,000 on any Distribution Date; (Ciii) THIRD, to Morningstar, for all fees and expenses related to its rating of the Facility, which fees and expenses shall not exceed $20,000 per annum; (Aiv) if no Specified Borrowing Base Breach has occurredFOURTH, to the Collateral Manager (unless waived or extent not deferred in whole or in part by the Collateral Manager)Servicer, to the Servicer, any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (Dv) FOURTHFIFTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(I)(v), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Administrative Agent and the Lender Agents on behalf of their respective the Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents Lenders and the Administrative Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (Evi) FIFTHSIXTH, during the Revolving Period, (A) to the Lender Agents Administrative Agent on behalf of their respective Revolving (x) first, the Class A-1 Lenders and Class A-2 Lenders holding Class A-2 Advances (excluding Class A-2 Advances designated or assigned as term loans pursuant to Section 2.9) pro rata in accordance with the amount outstanding Class A-1 Advances and such Class A-2 Advances until no Class A-1 Advances and no such Class A-2 Advances are outstanding and (y) second, to the Class A-2 Lenders holding Class A-2 Advances designated or assigned as term loans pursuant to Section 2.9 pro rata in accordance with the outstanding Class A-2 Advances, in each of the outstanding Revolving Loans preceding clauses (x) and (y), (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the Borrowing Base as of such Distribution Date and (2) if the Foreign Currency Loan Amount will Minimum Equity Test is not exceed satisfied on such Distribution Date, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding until the Minimum Equity Test is satisfied and then (B) during the Revolving Period, if the Minimum Diversity Test is not satisfied on such Distribution Date, to remain in the Collection Account for use by the Borrower to purchase additional Collateral Obligations for a period of 60 days after such Distribution Date (or, if earlier, until the Minimum Diversity Test is satisfied); (Fvii) SIXTHSEVENTH, (i) after the end of the Revolving Period of any Non-Extending Lender (which, for the avoidance of doubt, shall mean such Lender's Revolving Period in effect immediately prior to becoming a Non-Extending Lender pursuant to Section 2.6) but prior to the end of the Revolving Period applicable generally, an amount equal to (x) all remaining Amount Available constituting Interest Collections multiplied by (y) a fraction, the numerator of which is the aggregate Commitments held by the Non-Extending Lenders and the denominator of which is the aggregate amount of all Commitments, in each case as of the end of the 30-day period referred to in the second sentence of Section 2.6 multiplied by (z) the applicable Lender Allocation Percentage, to the Equityholder as a Permitted RIC Distribution; Non-Extending Lenders pro rata based on the aggregate Commitments held by such Non-Extending Lenders to repay the Advances outstanding of any Non-Extending Lenders and (Gii) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents Administrative Agent on behalf of their respective the Lenders (including the Non-Extending Lenders) pro rata to repay the Loans Advances outstanding, in an amount equal all remaining Amount Available constituting Interest Collections multiplied by the amount necessary to reduce the Loans outstanding to zeroapplicable Lender Allocation Percentage; (Hviii) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), 8.3(a)(I)(viii) to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (Iix) NINTH, (x) first, to the Servicer, any accrued and unpaid Servicing Fee to the extent deferred by the Servicer in respect of prior Collection Periods and (y) second, to any Affected Persons, any Increased Costs then due and owing; (Jx) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(I)(i) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (Kxi) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (Lxii) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(ii) above, pro rata(x) first, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documentsand (y) second, to any other Person in respect of Other Administrative Expenses due to such Person; (Nxiii) FOURTEENTHTHIRTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a8.3(a)(I); and (Oxiv) FIFTEENTHFOURTEENTH, (A) during the Revolving Period, (x) during an Period and so long as no Unmatured Event of Default, a Specified Borrowing Base Breach Default or Event of DefaultDefault has occurred and is continuing, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the all remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTHor, during the Revolving Period, to Period at the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end discretion of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from remain in the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, for use by the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16, or (C) acquire purchase additional Collateral Obligations (each such reinvestment or if an Unmatured Event of CollectionsDefault or Event Default has occurred and is continuing, a “Reinvestment”), subject, to remain in the case Collection Account pending the exercise of clause (C), to the following conditions: (i) the Borrower shall have given written notice to remedies by the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Agent Servicer pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on 50,000 in any Distribution Datecalendar year; (B) SECOND, pro rata, first (1) to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed in the aggregate the amount of the Collateral Agent Capped Fees/Expenses and second (2) to the Collateral Custodian Capped Fees/Servicer, any accrued and unpaid Servicer Expenses, respectivelywhich Servicer Expenses shall not exceed either (x) $25,000 on any Distribution Date or (y) $90,000 in any calendar year; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurredpro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(C), to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Lenders, any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period, otherwise (B) an amount equal to the Collateral Manager, Yield on the Advances accrued during the Accrual Period with respect to such Distribution Date (x) one half of and any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of Yield with respect to any accrued and unpaid Primary Collateral Manager Fee for the related Collection prior Accrual Period to the Agents extent not paid on behalf of their respective Lenders pro rata to repay the Loans outstandinga prior Distribution Date); (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest on the Loans accrued during the Accrual Period with respect to such Distribution Date (and any Interest with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Lender Agents and the Facility Agent and (C2) to the Hedge Counterparties, any amounts owed for on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, (1) first, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the Advances Outstanding in the amount necessary to eliminate any outstanding Revolving Loans Borrowing Base Deficiency and reduce the Advances Outstanding to an amount not to exceed the Maximum Availability, (2) second, if the Minimum Equity Condition is not satisfied on such Distribution Date, (x) to the Agents on behalf of their respective Lenders pro rata in accordance with the amount of the Advances Outstanding in the amount necessary to reduce the Revolving Loans outstanding Advances Outstanding or (y) to the Principal Collection Account as Principal Collections for application in accordance with Section 8.3(b) until the Minimum Equity Condition is satisfied; (3) third, if the Diversity Score is less than 10 but greater than or equal to 8, to the Principal Collection Account as Principal Collections for application in accordance with Section 8.3(b) in the amount necessary (as determined by the Servicer in its reasonable discretion) to increase the Diversity Score above 10 and (4) fourth, to the Agents on behalf of their respective Lenders pro rata in accordance with the amount of the Advances Outstanding in the amount necessary to reduce the Advances Outstanding to an amount not such that after giving effect to exceed the Borrowing Base and such reduction the Foreign Currency Loan Advance Amount will not exceed is less than the Foreign Currency Sublimit; (F) SIXTH, (1) during the Revolving Period, if the Diversity Score is less than 8, to the Equityholder as a Permitted RIC Distribution; Agents on behalf of their respective Lenders pro rata to repay the Advances Outstanding and (G2) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 76, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingAdvances Outstanding; (G) SEVENTH, in to the amount necessary extent not waived by the Servicer, to reduce the Loans outstanding to zeroServicer, any accrued and unpaid Servicing Fee for the related Collection Period; (H) EIGHTH, to any Affected Persons, any Increased Costs then due and owing; (I) NINTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(i)(I), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (L) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction DocumentsCustodian; (NM) FOURTEENTHTHIRTEENTH, to pay any other amounts due and payable by the Borrower or otherwise under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); (N) FOURTEENTH, during the Revolving Period, (1) during an Unmatured Event of Default, to remain in the Interest Collection Account as Interest Collections, and (2) otherwise, at the option of the Equityholder, either such Amount Available to the Equityholder or to remain in the Principal Collection Account as Principal Collections; and (O) FIFTEENTH, (A) during after the Revolving Period, (x1) during an Unmatured Event of Default, a Specified Borrowing Base Breach Default or Event of Default, to remain in the Interest Collection Account as Interest Collections or (other than amounts necessary to repay Loans at the election of the Borrower; or make any BDC Tax Distribution), and (y2) otherwise, the such remaining Amount Available constituting Interest Collections Available, to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G)Period, to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, until repaid in fullAdvances Outstanding; (C) THIRD, during the Revolving Period, in an amount directed by the Servicer (unless such entity is unaffiliated with the initial Servicer, in which case the Equityholder), if any, to the Principal Collection Account as Principal Collections for application in accordance with Section 8.3(b); (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts amount referred to in clause (HG) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunderthereunder and not waived by the Servicer; (DE) FOURTHFIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (H) and (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (EF) FIFTHSIXTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but but, in each case, only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (LK) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(L), to the Collateral Agent and the Collateral Custodian, any costs and expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (I) NINTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (IJ) NINTH, during the Revolving PeriodTENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (N) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; and (K) ELEVENTH, (1) during an Unmatured Event of Default or an Event of Default, to remain in the Principal Collection Account as Principal Collections which may be distributed (other than amounts necessary to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and make any BDC Tax Distribution) and (J2) TENTHotherwise, after the end of the Revolving Period, the such remaining such Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Principal Collections to (A) prepay the Loans outstanding Advances Outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Principal Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) one Business Days Day prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Facility Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject . (c) During the Revolving Period, the Borrower may direct the Collateral Agent to withdraw such funds for the purpose of making payments in respect of the Advances Outstanding in the applicable Eligible Currency at such time in accordance with and subject to the Collateral Agent’s receipt terms of an Officer’s Certificate of the Collateral Manager as to Section 2.4. Upon the satisfaction of the applicable conditions precedent set forth in Section 6.2 and Section 8.3 (other than clauses (i) as certified by the Borrower to the Collateral Agent and (m) thereof) and this Section 8.3the Facility Agent), the Collateral Agent will shall release funds from the Principal Collection Account to as directed by the Borrower Servicer in an amount not to exceed the lesser of (Ax) the amount requested by the Borrower Servicer for reinvestment or repayment and (y) the amount on deposit in the Principal Collection Account on such day. (d) (i) For purposes of Section 8.3, any Amount Available on deposit in an Interest Collection Account or a Principal Collection Account denominated in any Eligible Currency shall be applied on any Distribution Date (A) first, to make payments in such Eligible Currency and (B) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the amount Borrower using the Applicable Conversion Rate; provided that such payments shall be subject to availability of Collections on deposit in such funds pursuant to Section 8.3. For the Collection Account. (c) At any timeavoidance of doubt, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of shall only be required to make payments pursuant to Section 8.3(a)(i)(E)(4) in an Eligible Collateral Obligation within ten (10) Business Days of Currency other than Dollars to extent that the Funding Date with respect Borrower has amounts available in such currency to such Loanmake the payment.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Facility Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) a. FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 100,000 on any Distribution Date; (B) b. SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) c. THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Investment Manager (unless waived or deferred in whole or in part by the Collateral Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Primary Collateral Manager IM Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) d. FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(D), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Collection Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Collection Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Facility Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) e. FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances, (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the any Borrowing Base and the Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; (F2) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less lower than or equal 8, in the amount necessary to 7reduce the Advances outstanding to zero; f. SIXTH, on and after the occurrence of the Facility Termination Date, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding; g. SEVENTH, after the end of the Revolving Period, (i) if a Facility Termination Event has occurred, the Minimum Equity Condition is not satisfied or the Diversity Score is less than or equal to 6, to the Agents on behalf of their respective Lenders pro rata to repay the Advances outstanding in the amount necessary to reduce such Advances outstanding to zero or (ii) otherwise, the Amount Available constituting Principal Proceeds only to the Agents on behalf of their respective Lenders pro rata in the amount necessary to reduce the Loans Advances outstanding to zero; h. EIGHTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the Investment Manager (H) EIGHTHunless waived or deferred in whole or in part by the Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Secondary IM Fee for the related Collection Period, as well as any expenses of the Investment Manager or other amounts owing to the Investment Manager, in each case reimbursable or owing under the terms of the Investment Management Agreement; i. NINTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(I), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTHj. TENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to any Affected Persons, any Increased Costs then due and owing; (J) TENTHk. ELEVENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTHl. TWELFTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (L) TWELFTHm. THIRTEENTH, (1) so long as no Unmatured Facility Termination Event shall have occurred and be continuing, at the election of the Collateral Investment Manager to pay to the Collateral Investment Manager any deferred and unpaid Primary Collateral Manager IM Fee or other amounts owed to the Collateral Manager deferred and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursedunpaid Secondary IM Fee; (M) THIRTEENTHn. FOURTEENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTHo. FIFTEENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTHp. SIXTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the all remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by or, during the BorrowerRevolving Period at the discretion of the Investment Manager, including as to make a distribution to remain in the Equityholder Collection Account and (B) all remaining Amount Available constituting Principal Collections, (x) during the Revolving Period, to remain in the Collection Account as Principal Collections and (y) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower; provided that, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) in the case of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(KA), to the Collateral Agentno Unmatured Facility Termination Event shall have occurred and be continuing, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents or (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(aII) in the definition case of clause (B), (w) no Unmatured Facility Termination Event shall have occurred and be continuing, (x) during the Revolving Period, each Collateral Quality Test is satisfied, (y) the Minimum Equity Condition is satisfied and (z) the Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Agent Servicer pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on 50,000 in any Distribution Datecalendar year; (B) SECOND, pro rata, first (1) to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Accrual Period, which expenses shall not exceed in the aggregate the amount of the Collateral Agent Capped Fees/Expenses and second (2) to the Collateral Custodian Capped Fees/Servicer, any accrued and unpaid Servicer Expenses, respectivelywhich Servicer Expenses shall not exceed either (x) $25,000 on any Distribution Date or (y) $90,000 in any calendar year; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurredpro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(C), to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Lenders, any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period, otherwise (B) an amount equal to the Collateral Manager, Yield on the Advances accrued during the Accrual Period with respect to such Distribution Date (x) one half of and any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of Yield with respect to any accrued and unpaid Primary Collateral Manager Fee for the related Collection prior Accrual Period to the Agents extent not paid on behalf of their respective Lenders pro rata to repay the Loans outstandinga prior Distribution Date); (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest on the Loans accrued during the Accrual Period with respect to such Distribution Date (and any Interest with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Lender Agents and the Facility Agent and (C2) to the Hedge Counterparties, any amounts owed for on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period(1) first, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the Advances Outstanding in the amount necessary to eliminate any outstanding Revolving Loans Borrowing Base Deficiency and reduce the Advances Outstanding to an amount not to exceed the Maximum Availability, (2) second, if the Minimum Equity Condition is not satisfied on such Distribution Date, (x) to the Agents on behalf of their respective Lenders pro rata in accordance with the amount of the Advances Outstanding in the amount necessary to reduce the Advances Outstanding or (y) to the Principal Collection Account as Principal Collections for application in accordance with Section 8.3(b) until the Minimum Equity Condition is satisfied; (3) third, solely during the Revolving Loans outstanding Period, if the Diversity Score is less than 10 but greater than or equal to 8, to the Principal Collection Account as Principal Collections for application in accordance with Section 8.3(b) in the amount necessary (as determined by the Servicer in its reasonable discretion) to increase the Diversity Score above 10 and (4) fourth, to the Agents on behalf of their respective Lenders pro rata in accordance with the amount of the Advances Outstanding in the amount necessary to reduce the Advances Outstanding to an amount not such that after giving effect to exceed the Borrowing Base and such reduction the Foreign Currency Loan Advance Amount will not exceed is less than the Foreign Currency Sublimit; (F) SIXTH, (1) during the Revolving Period, if the Diversity Score is less than 8, to the Equityholder as a Permitted RIC Distribution; Agents on behalf of their respective Lenders pro rata to repay the Advances Outstanding and (G2) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 76, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingAdvances Outstanding; (G) SEVENTH, in to the amount necessary extent not waived by the Servicer, to reduce the Loans outstanding to zeroServicer, any accrued and unpaid Servicing Fee for the related Accrual Period; (H) EIGHTH, to any Affected Persons, any Increased Costs then due and owing; (I) NINTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(i)(I), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (L) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction DocumentsCustodian; (NM) FOURTEENTHTHIRTEENTH, to pay any other amounts due and payable by the Borrower or otherwise under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); (N) FOURTEENTH, during the Revolving Period, (1) during an Unmatured Event of Default, to remain in the Interest Collection Account as Interest Collections, and (2) otherwise, at the option of the Servicer, either such Amount Available to the Servicer, to remain in the Principal Collection Account as Principal Collections or to remain in the Interest Collection Account as Interest Proceeds; and (O) FIFTEENTH, (A) during after the Revolving Period, (x1) during an Unmatured Event of Default, a Specified Borrowing Base Breach Default or Event of Default, to remain in the Interest Collection Account as Interest Collections or (other than amounts necessary to repay Loans at the election of the Borrower; or make any BDC Tax Distribution), and (y2) otherwise, the such remaining Amount Available constituting Interest Collections Available, to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G)Period, to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, until repaid in fullAdvances Outstanding; (C) THIRD, during the Revolving Period, in an amount directed by the Servicer (unless such entity is unaffiliated with the initial Servicer, in which case the Equityholder), if any, to the Principal Collection Account as Principal Collections for application in accordance with Section 8.3(b); (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts amount referred to in clause (HG) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunderthereunder and not waived by the Servicer; (DE) FOURTHFIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (H) and (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (EF) FIFTHSIXTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but but, in each case, only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (LK) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(L), to the Collateral Agent and the Collateral Custodian, any costs and expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (I) NINTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (IJ) NINTH, during the Revolving PeriodTENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (N) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; and (K) ELEVENTH, (1) during an Unmatured Event of Default or an Event of Default, to remain in the Principal Collection Account as Principal Collections which may be distributed (other than amounts necessary to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and make any BDC Tax Distribution) and (J2) TENTHotherwise, after the end of the Revolving Period, the such remaining such Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Principal Collections to (A) prepay the Loans outstanding Advances Outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Principal Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) one Business Days Day prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Facility Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject . (c) During the Revolving Period, the Borrower may direct the Collateral Agent to withdraw such funds for the purpose of making payments in respect of the Advances Outstanding in the applicable Eligible Currency at such time in accordance with and subject to the Collateral Agent’s receipt terms of an Officer’s Certificate of the Collateral Manager as to Section 2.4. Upon the satisfaction of the applicable conditions precedent set forth in Section 6.2 and Section 8.3 (other than clauses (i) as certified by the Borrower to the Collateral Agent and (m) thereof) and this Section 8.3the Facility Agent), the Collateral Agent will shall release funds from the Principal Collection Account to as directed by the Borrower Servicer in an amount not to exceed the lesser of (Ax) the amount requested by the Borrower Servicer for reinvestment or repayment and (y) the amount on deposit in the Principal Collection Account on such day. (d) (i) For purposes of Section 8.3, any Amount Available on deposit in an Interest Collection Account or a Principal Collection Account denominated in any Eligible Currency shall be applied on any Distribution Date (A) first, to make payments in such Eligible Currency and (B) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the amount Borrower using the Applicable Conversion Rate; provided that such payments shall be subject to availability of Collections such funds pursuant to Section 8.3. For the avoidance of doubt, the Borrower shall only be required to make payments pursuant to Section 8.3(a)(i)(E)(4) in an Eligible Currency other than Dollars to extent that the Borrower has amounts available in such currency to make the payment. (i) The Borrower shall, on the Determination Date immediately preceding each Distribution Date, convert amounts on deposit in the Collection AccountAccounts into the applicable Eligible Currency to the extent necessary to make payments pursuant to Section 8.3 (as determined by the Borrower using the Applicable Conversion Rate). (ce) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanObligation.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved prepared by the Collateral Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes taxes, registration and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on 100,000 in any Distribution Datecalendar year; (B) SECOND, pro rata, first (1) to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Accrual Period, which expenses shall not exceed in the aggregate the amount of the Collateral Agent Capped Fees/Expenses and second (2) to the Collateral Custodian Capped Fees/Servicer, any accrued and unpaid Servicer Expenses, respectivelywhich Servicer Expenses shall not exceed either (x) $50,000 on any Distribution Date or (y) $100,000 in any calendar year; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurredto the extent not waived by the Servicer, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Servicer, any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection Accrual Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B2) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Lender Agents and the Facility Agent and (C3) to the Hedge Counterparties, any amounts owed for on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the lower of the Borrowing Base and the Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; Maximum Availability, (F2) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Minimum Diversity Score Test is less than or equal to 7, to the Lender Agents not satisfied on behalf of their respective Lenders pro rata to repay the Loans outstandingsuch Distribution Date, in the amount necessary to reduce the Loans Advances outstanding to zero; zero or (H3) EIGHTHif the Minimum Equity Test is not satisfied on such Distribution Date, pro rata based on amounts owed in the amount necessary to such Persons under this Section 8.3(a)(i)(H), to reduce the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due Advances outstanding until the Minimum Equity Test is satisfied; provided that if the Minimum Diversity Test is not satisfied and owing; (J) TENTH, to the extent not previously paid Reinvestment in additional Collateral Obligations pursuant to Section 8.3(a)(i)(A8.3(b) abovewould cause the Minimum Diversity Test to be satisfied, to the payment of Taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (L) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect Collections to such withdrawal, the Borrower is able to make all required payments be distributed pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.clause

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved by the Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes Taxes and governmental fees (excluding any amounts with respect to Permitted RIC Distributions) owing by the BorrowerRelated Parties, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro ratabased on amounts owed to such Persons pursuant to the Transaction Documents, to the Collateral Agent and to the Collateral Custodian, any payment of accrued and unpaid Collateral Agent Fees and Administrative Expenses and Collateral Custodian Fees and in the order set forth in the definition thereof, up to the Administrative Expenses for the related Collection Period, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectivelyCap; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager Servicer (unless waived or deferred in whole or in part by the Collateral ManagerServicer), any accrued and unpaid Primary Collateral Manager Servicer Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest on the Loans accrued during the Accrual Period with respect to such Distribution Date (and any Interest with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), ) and (B2) to the Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereonAgent; (E) FIFTH, during the Revolving Period(x) first, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans in the amount necessary to (1) reduce the Revolving Loans outstanding to an amount not sufficient to exceed the cure any Borrowing Base and Deficiency and/or (2) cause the Foreign Currency Loan Amount will not to exceed the Foreign Currency Sublimit; and (y) thereafter, to the Lender Agents on behalf of their respective Term Lenders pro rata in accordance with the amount of the outstanding Term Loans in the amount necessary to (1) reduce the Term Loans outstanding to an amount sufficient to cure any Borrowing Base Deficiency and/or (2) cause the Foreign Currency Loan Amount not to exceed the Foreign Currency Sublimit; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, in the amount necessary to reduce the Loans outstanding to zero; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (JG) TENTHSEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes and governmental fees owing by the Borrower Related Parties or to the distribution to the Equityholder to provide for the payment of such Taxes on Borrower’s the Related Parties’ income attributable to the Collateral, if any, or to the Equityholder in the form of a Permitted RIC Distribution; provided that, no such Permitted RIC Distribution shall be permitted after the occurrence and during the continuation of a Tier Two Event of Default unless sufficient proceeds shall remain for all payments to be made pursuant to clauses (H) through (J) (other than clauses (I)(1) and (I)(2)) below on such Distribution Date and the Borrowing Base Condition is satisfied, in each case, after giving pro forma effect to such Permitted RIC Distribution; (KH) ELEVENTHEIGHTH, first, to the extent not previously paid by or on behalf of the Borrower, to the payment of accrued and unpaid Administrative Expenses, in the order described in the definition thereof and without reference to the Administrative Expenses Cap; and, second, to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (LI) TWELFTHNINTH, (1) during an Event of Default, to the Lenders pro rata to repay the Loans outstanding, until repaid in full, (2) during an Unmatured Event of Default, to remain in the Interest Collection Account as Interest Collections and (3) otherwise, at the election of the Collateral Manager Servicer, to pay to the Collateral Manager Servicer any deferred and unpaid Primary Collateral Manager Servicer Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursedServicer; (MJ) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTHTENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (OK) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwiseELEVENTH, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses clause (A) through clause (FE), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, prior to the end of the Revolving Period, at the discretion of the Servicer, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the aggregate amount of all Unfunded Exposure Equity Amounts; (C) THIRD, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G)Period, to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (IF) of such Section 8.3(a)(i) but, in each case, but only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (JG) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that, no Permitted RIC Distributions shall be payable under this Section 8.3(a)(ii) after the occurrence and during the continuation of an Event of Default; (F) SIXTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but only to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts)in full thereunder; (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (MI) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (IH) NINTHEIGHTH, during the Revolving Period, to remain in the Principal Collection Account as Principal Collections Collections, which may be withdrawn for Reinvestment in accordance with Section 8.3(b) or distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestmentas a Permitted RIC Distribution; and (JI) TENTHNINTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make Permitted RIC Distributions, (C) make distributions in accordance with Section 10.16, 10.16 or (CD) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (CD), to the following conditions: (i) the Borrower shall have given prior written notice to the Agent, the Collateral Agent, the Collateral Administrator and each Lender Agent and the Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 p.m., in the Applicable Time Zone, (x) one (1) two (2) Business Days Day prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2y) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s its behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) (x) no EU Retention Deficiency has occurred that is continuing; and (y) no EU Transparency Requirements Satisfaction Deficiency has occurred that is continuing. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.38.3 (which Officer’s Certificate shall be deemed given upon delivery of any instructions to the Collateral Agent to release funds hereunder), the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanObligation.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved by the Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro rata, to the Designated Reporting Entity, Collateral Agent and to the Collateral Custodian, any accrued and unpaid fees and expenses of the Designated Reporting Entity, Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager), any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period, otherwise (BB)(x) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A) to the Lenders, an amount equal to the Interest on the Loans accrued during the Accrual Period with respect to such Distribution Date (and any Interest with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans in the amount necessary to reduce the Revolving Loans outstanding to an amount not to exceed the Borrowing Base Base, or Term Loans once the Revolving Loans have been fully prepaid, and the Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, in the amount necessary to reduce the Loans outstanding to zero; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (L) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Designated Reporting Entity, Collateral Agent and the Collateral Custodian, any fees and expenses of the Designated Reporting Entity, Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Designated Reporting Entity, the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Designated Reporting Entity, the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection AccountAccount (except to the extent provided below), solely in accordance with the applicable Monthly Collateral Report prepared by the Collateral Agent and approved by the Administrative Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in as follows: (I) On each Distribution Date, prior to the following order distribution of priorityany Principal Collections, Interest Collections shall be applied as follows: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 50,000 on any Distribution Date; (Bii) SECOND, pro rata(x) first, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and (y) second, to the Collateral Custodian Capped Fees/Expensespayment of Other Administrative Expenses owing by the Borrower, respectivelyif any, which expenses shall not exceed $10,000 on any Distribution Date; (Ciii) THIRD, (A) if no Specified Borrowing Base Breach has occurredto the extent not deferred by the Servicer, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Servicer, any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (Div) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(I)(iv), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Administrative Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents Lenders and the Administrative Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (Ev) FIFTH, during the Revolving Period, (A) to the Lender Agents Administrative Agent on behalf of their respective Revolving (x) first, the Class A-1 Lenders and Class A-2 Lenders holding Class A-2 Advances (excluding Class A-2 Advances designated or assigned as term loans pursuant to Section 2.9) pro rata in accordance with the amount outstanding Class A-1 Advances and such Class A-2 Advances until no Class A-1 Advances and no such Class A-2 Advances are outstanding and (y) second, to the Class A-2 Lenders holding Class A-2 Advances designated or assigned as term loans pursuant to Section 2.9 pro rata in accordance with the outstanding Class A-2 Advances, in each of the outstanding Revolving Loans preceding clauses (x) and (y), (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the any Borrowing Base and (2) if the Foreign Currency Loan Amount will Minimum Equity Test is not exceed satisfied on such Distribution Date, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding until the Minimum Equity Test is satisfied and then (B) during the Revolving Period, if the Minimum Diversity Test is not satisfied on such Distribution Date, to remain in the Collection Account for use by the Borrower to purchase additional Collateral Obligations for a period of 60 days after such Distribution Date (or, if earlier, until the Minimum Diversity Test is satisfied); (Fvi) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents Administrative Agent on behalf of their respective the Lenders pro rata to repay the Loans Advances outstanding, in an amount equal all remaining Amount Available constituting Interest Collections multiplied by the amount necessary to reduce the Loans outstanding to zeroapplicable Lender Allocation Percentage; (Hvii) EIGHTHSEVENTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), 8.3(a)(I)(vii) to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (Iviii) NINTHEIGHTH, (x) first, to the Servicer, any accrued and unpaid Servicing Fee to the extent deferred by the Servicer in respect of prior Collection Periods and (y) second, to any Affected Persons, any Increased Costs then due and owing; (Jix) TENTHNINTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(I)(i) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (Kx) ELEVENTHTENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (Lxi) TWELFTHELEVENTH, (1) at the election to Morningstar, for all fees and expenses related to its rating of the Collateral Manager to pay to the Collateral Manager any deferred Facility, which fees and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have expenses shall not been previously reimbursedexceed $20,000 per annum; (Mxii) THIRTEENTHTWELFTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(ii) above, pro rata(x) first, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documentsand (y) second, to any other Person in respect of Other Administrative Expenses due to such Person; (Nxiii) FOURTEENTHTHIRTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a8.3(a)(I); and; (Oxiv) FIFTEENTHFOURTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the Period all remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by or, during the Revolving Period at the discretion of the Borrower, including as to make a distribution remain in the Collection Account for use by the Borrower to the Equityholder and purchase additional Collateral Obligations; and (Bxv) FIFTEENTH, after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (iiII) From On each Distribution Date, following the Principal Collection Accountdistribution of all Interest Collections as set forth in Section 8.3(a)(I) above, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priorityshall be applied as follows: (Ai) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the payment of the amounts referred to in clauses (Ai) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (Hv) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause subsection (I) of such Section 8.3(a)(i) butabove (in the priority stated therein), in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (Fii) SIXTHSECOND, after the end of the Revolving Period, to the extent not previously paid pursuant Administrative Agent on behalf of the Lenders pro rata to Section 8.3(a)(i)(Brepay the Advances outstanding, an amount equal to all remaining Amount Available constituting Principal Collections; and (iii) or Section 8.3(a)(i)(K)THIRD, to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the payment of amounts referred to in clause clauses (Lvii) through (xiii) of such Section 8.3(a)(isubsection (I) above, in the priority set forth therein but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (Jiv) TENTHFOURTH, after the end of the Revolving Period, the all remaining Amount Available to the Borrower to the extent that and so long as the aggregate outstanding principal amount of all Advances would not exceed the Borrowing Base after giving effect thereto (or, solely during the Revolving Period and at the discretion of the Borrower, including to make a distribution remain in the Collection Account for use by the Borrower to the Equityholderpurchase additional Collateral Obligations). (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or Collections (y) if after giving effect and to such withdrawal, the Borrower is able to make all required payments pursuant to extent expressly permitted by Section 8.3 on the next Distribution Date on a pro forma basis8.3(a), Interest Collections, ) and apply such Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender the Administrative Agent and the Agent each Lender) of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Agent shall have provided to the Administrative Agent and each Lender Agent by facsimile or e-mail (via the Collateral Agent’s Website) (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Facility Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 100,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Investment Manager (unless waived or deferred in whole or in part by the Collateral Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Primary Collateral Manager IM Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(D), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual AccrualCollection Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual AccrualCollection Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Facility Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans in the amount necessary to reduce the Revolving Loans outstanding to an amount not to exceed the Borrowing Base and the Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, in the amount necessary to reduce the Loans outstanding to zero; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (L) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved by the Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes Taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro ratabased on amounts owed to such Persons pursuant to the Transaction Documents, to the Collateral Agent and to the Collateral Custodian, any payment of accrued and unpaid Collateral Agent Fees and Administrative Expenses and Collateral Custodian Fees and in the order set forth in the definition thereof, up to the Administrative Expenses for the related Collection Period, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectivelyCap; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager Servicer (unless waived or deferred in whole or in part by the Collateral ManagerServicer), any accrued and unpaid Primary Collateral Manager Servicer Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest on the Loans accrued during the Accrual Period with respect to such Distribution Date (and any Interest with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), ) and (B2) to the Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereonAgent; (E) FIFTH, during the Revolving Period, if any Borrowing Base Deficiency exists as a result of a shortfall in the Unfunded Exposure Amount, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the aggregate amount of all Unfunded Exposure Equity Amounts; (F) SIXTH, during the Revolving Period, (x) first, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans in the amount necessary to (1) reduce the Revolving Loans outstanding to an amount not sufficient to exceed the cure any Borrowing Base and Deficiency and/or (2) cause the Foreign Currency Loan Amount will not to exceed the Foreign Currency Sublimit; ; and (Fy) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7thereafter, to the Lender Agents on behalf of their respective Term Lenders pro rata to repay in accordance with the amount of the outstanding Term Loans outstanding, in the amount necessary to (1) reduce the Term Loans outstanding to zero; (H) EIGHTH, pro rata based on amounts owed an amount sufficient to such Persons under this Section 8.3(a)(i)(H), to the Hedge Counterparties, cure any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (L) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and Borrowing Base Deficiency and/or (2) to cause the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Foreign Currency Loan Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.Foreign Currency Sublimit;

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Administrative Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 50,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Investment Manager, any fees and expenses of the Investment Manager (unless waived or deferred in whole or in part by an aggregate amount not to exceed the Collateral Manager), amount of any accrued and unpaid Primary Collateral Manager IM Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(D), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Administrative Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Administrative Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans in Advances, the amount necessary to reduce the Revolving Loans Advances outstanding to an amount (A) not to exceed the Borrowing Base and (B) such that, after giving effect to such payment, the Foreign Currency Loan Amount will not exceed the Foreign Currency SublimitMinimum Diversification Condition is satisfied; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, Advances outstanding in an amount equal (A) in the amount necessary to reduce case of remaining Amount Available constituting Interest Collections, the Loans outstanding to zeroproduct of such remaining Interest Collections and the Advance Repayment Percentage as of such Distribution Date and (B) in the case of remaining Amount Available constituting Principal Collections, all such Principal Collections; (HG) EIGHTHSEVENTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(G), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (IH) NINTHEIGHTH, to any Affected Persons, any Increased Costs then due and owing; (JI) TENTHNINTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (KJ) ELEVENTHTENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (LK) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTHELEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (NL) FOURTEENTHTWELFTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (OM) FIFTEENTHTHIRTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the all remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by or, during the BorrowerRevolving Period at the discretion of the Investment Manager, including as to make a distribution to remain in the Equityholder Collection Account and (B) all remaining Amount Available constituting Principal Collections, (x) during the Revolving Period, (I) if the Diversity Score is greater than 20 and no Default or Event of Default has occurred and is continuing, to the Borrower or (II) otherwise, to remain in the Collection Account as Principal Collections and (y) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (c) To the extent not previous converted pursuant to Section 7.3(b), the Borrower hereby instructs the Securities Intermediary, on the Determination Date immediately preceding each Distribution Date, to convert all amounts on deposit in the Collection Account into Dollars using the available foreign currency-dollar spot rate for the applicable Eligible Currency. (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Administrative Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations shall be delivered with, if applicable, an Asset Approval Request setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable)Date; (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Investment Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Administrative Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Investment Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Administrative Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 100,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Investment Manager (unless waived or deferred in whole or in part by the Collateral Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Primary Collateral Manager IM Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(C), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Administrative Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Administrative Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances, (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the any Borrowing Base and (2) if the Foreign Currency Loan Amount will not exceed Diversity Score is lower than 8, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding to zero; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding, an amount equal to the sum of (i) all remaining Amount Available constituting Principal Collections plus (ii) the product of (a) all remaining Amount Available constituting Interest Collections multiplied by (b) the applicable Lender Allocation Percentage; (G) SEVENTH, to the Investment Manager (unless waived or deferred in whole or in part by the Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount necessary of any accrued and unpaid Secondary IM Fee for the related Collection Period, as well as any expenses of the Investment Manager or other amounts owing to reduce the Loans outstanding to zeroInvestment Manager, in each case reimbursable or owing under the terms of the Investment Management Agreement; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (L) TWELFTH, (1) at the election of the Collateral Investment Manager to pay to the Collateral Investment Manager any deferred and unpaid Primary Collateral Manager IM Fee or other amounts owed to the Collateral Manager deferred and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursedunpaid Secondary IM Fee; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the all remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by or, during the BorrowerRevolving Period at the discretion of the Investment Manager, including as to make a distribution to remain in the Equityholder Collection Account and (B) all remaining Amount Available constituting Principal Collections, (x) during the Revolving Period, to remain in the Collection Account as Principal Collections and (y) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may make distributions pursuant to Section 10.16. The Borrower may also withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Payment Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Administrative Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Investment Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Administrative Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Investment Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved prepared by the Collateral Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro rata, first (1) to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed in the aggregate the amount of the Collateral Agent Capped Fees/Expenses and second (2) to the Collateral Custodian Capped Fees/Servicer, any accrued and unpaid Servicer Expenses, respectivelywhich Servicer Expenses shall not exceed either (x) $25,000 on any Distribution Date or (y) $50,000 in any calendar year; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurredto the extent not waived by the Servicer, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Servicer, any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B2) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Lender Agents and the Facility Agent and (C3) to the Hedge Counterparties, any amounts owed for on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the lower of the Borrowing Base and the Foreign Currency Loan Amount will Maximum Availability, (2) if the Minimum Equity Test is not exceed satisfied on such Distribution Date, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding such that the Minimum Equity Test is satisfied and (3) if the Minimum Diversity Test is not satisfied on such Distribution Date, in the amount necessary to reduce the Advances outstanding to zero; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingAdvances outstanding in an amount equal to (1) if an Event of Default has occurred and is continuing or if the Revaluation Diversion Event has occurred or (2) if the Diversity Score (calculated as of the related Determination Date) is less than or equal to 10, in the amount necessary all remaining Interest Collections; (G) SEVENTH, to reduce the Loans outstanding to zeroany Affected Persons, any Increased Costs then due and owing; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (KJ) ELEVENTHTENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (LK) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTHELEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction DocumentsCustodian; (NL) FOURTEENTHTWELFTH, to pay any other amounts due and payable by the Borrower or otherwise under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and; (OM) FIFTEENTHTHIRTEENTH, (A) during the Revolving Period, (x1) during an Unmatured Event of Default, a Specified Borrowing Base Breach Default or an Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwiseCollections, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B2) after the end of otherwise during the Revolving Period, at the remaining option of the Borrower, either such Amount Available constituting Interest Collections to the Borrower for payment or to be deposited in the Principal Collection Account and treated as directed by Principal Collections; and (N) FOURTEENTH, after the Revolving Period, such remaining Amount Available, to the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (FE), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and (to the extent not repaid in full paid pursuant to Section 8.3(a)(i)(G8.3(a)(i)(F)), to the Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (G) and (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary Agent and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary Agent and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTHTENTH, during the Revolving Period, to remain in the Principal Collection Account as Principal Collections which may be distributed except as otherwise permitted pursuant to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment10.16; and (J) TENTHELEVENTH, after the end of the Revolving Period, the such remaining such Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Principal Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Principal Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; andsatisfied (except that if each Collateral Quality Test is not satisfied immediately prior to such Reinvestment, the extent of compliance will be improved); (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Facility Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) To the extent necessary to make payments in any Eligible Currency pursuant to Section 8.3(a), the Servicer hereby instructs the Collateral Agent, on the Determination Date immediately preceding each Distribution Date, to convert amounts on deposit in the applicable Collection Account into any Eligible Currency (pro rata based on available amounts from each other Eligible Currency, unless otherwise directed in writing by the Servicer) using the Applicable Conversion Rate. All risk and expense incident to such conversion is the responsibility of the Borrower and the Collateral Agent shall have (x) no responsibility for fluctuations in exchange rates affecting any Collections or conversion thereof and (y) to the extent it complies with the instructions provided by the Servicer in a non-negligent manner, no liability for any losses incurred or resulting from the rates obtained in such foreign exchange transactions. (d) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanObligation.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Paying Agent shall distribute from the Collection AccountAccount and, solely subject to Section 8.8, the Warrant Reserve Account (as applicable), in accordance with the applicable Monthly Report approved prepared by the Agent Collateral Manager pursuant to Section 8.58.7, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, first (1) to the payment of taxes Borrower or TPVG, as applicable, to the extent such amounts represent Excluded Amounts or any Retained Interest and governmental second (2) to the Paying Agent, the Collection Account Bank and each Lockbox Bank, any accrued and unpaid fees owing by and expenses for the Borrower, if anyrelated Collection Period, which fees and expenses shall not exceed $25,000 on 5,000 for any Distribution DateCollection Period; (B) SECOND, pro rataif the Collateral Manager is not TPVG, to the extent not previously paid to the Collateral Manager or otherwise by or on behalf of the Borrower, to the Collateral Agent Manager, (a) any accrued and unpaid Collateral Manager Fee for the related Collection Period plus (b) the amounts specified in Section 7.14 (to the extent the Collateral Manager has not reimbursed itself in respect of such amounts pursuant to Section 8.5(a)(ii)); (C) THIRD, to the extent not previously paid by the Collateral Manager or otherwise by or on behalf of the Borrower, pro rata (a) to the Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD— Custodian, (Ab) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager (unless waived or deferred in whole or in part by the Backup Collateral Manager), any accrued and unpaid Primary Backup Collateral Manager Fee Fees and Expenses, which expenses shall not exceed the amount of the Capped Fees/Expenses Backup Collateral Manager and any Transition Costs, and (c) to the Paying Agent for any accrued and unpaid fees and expenses for the related Collection Period, otherwise (B) to which shall not exceed the Collateral Manager, (x) one half amount of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingCapped Fees/Expenses – Paying Agent; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), 8.5(a)(i)(D) (A1) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B2) to the Paying Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Lender Agents and the Facility Agent and (C3) to the Hedge Counterparties, any amounts owed for on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the lower of the Borrowing Base and the Foreign Currency Loan Amount will not exceed the Foreign Currency SublimitMaximum Availability; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if Period or after the Diversity Score is less than or equal to 7occurrence and during the continuance of an Event of Default, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding, in the amount necessary to reduce the Loans outstanding to zero; (HG) EIGHTHSEVENTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.5(a)(i)(G), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (IH) NINTHEIGHTH, to any Affected Persons, any Increased Costs then due and owing; (JI) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTHNINTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (LJ) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTHTENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.5(a)(i)(C) above, pro rata, rata to the Backup Collateral Agent Manager, the Paying Agent, the Collection Account Bank and the Collateral Custodian, any Collateral Agent Fees costs, expenses, Transition Costs and Expenses and Collateral Custodian Fees and Expenses any amounts actually due at such time under any indemnification provision of this Agreement, or, with respect to the Collection Account Bank, the Account Agreement (that is, no amount shall be withheld for contingent indemnity obligations to the Backup Collateral Agent Manager and the Collateral Custodian under the Transaction Documents); (NK) FOURTEENTHELEVENTH, to the Agent for each Lender Group, on a pro rata basis, for the benefit of the Lenders in its Lender Group, the amount of any prepayment of the outstanding principal amount of any Advance made by the Borrower pursuant to Section 2.4; (L) TWELFTH, if the Collateral Manager is TPVG, to the Collateral Manager, any accrued and unpaid Collateral Manager Fee with respect to the related Collection Period and the amounts specified in Section 7.14 to the extent the Collateral Manager has not reimbursed itself in respect of such amounts pursuant to Section 8.5(a)(ii) or been reimbursed for such amounts pursuant to 8.5(a)(i)(B); (M) THIRTEENTH, to pay any other amounts due and payable by the Borrower or otherwise under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a8.5(a); (N) FOURTEENTH, to any Cash Management Bank, any unpaid Obligations; and (O) FIFTEENTH, (A) during the Revolving Period, (x1) during an Unmatured Event of Default, a Specified Borrowing Base Breach Default or an Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans Collections, and (2) otherwise, at the election option of the Borrower; or (y) otherwise, either such Amount Available as designated in writing by the Borrower to the Facility Agent, the remaining Amount Available constituting Interest Collections Paying Agent and the Collateral Manager or to remain in the Borrower for payment Collection Account as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the EquityholderPrincipal Collections. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i8.5(a)(i) above, the amounts referred to in clauses (A) through (FE), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and (to the extent not repaid in full paid pursuant to Section 8.3(a)(i)(G8.5(a)(i)(F)), to the Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i8.5(a)(i) above, the amounts referred to in clause clauses (G) and (H) of such Section 8.3(a)(i8.5(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i8.5(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i8.5(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i8.5(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i8.5(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.5(a)(i)(C) or Section 8.3(a)(i)(K8.5(a)(i)(J), pro rata to the Backup Collateral Manager, the Paying Agent, the Securities Intermediary Collection Account Bank and the Collateral Custodian, any costs costs, expenses, Transition Costs and expenses any amounts actually due at such time under any indemnification provision of this Agreement (that is, no amount shall be withheld for contingent indemnity obligations to the Backup Collateral Agent, the Securities Intermediary Manager and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified AmountsDocuments); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i8.5(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i8.5(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i8.5(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i8.5(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Periodto pay, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment8.5(a)(i) above, the amounts referred to in clause (N) of such Section 8.5(a)(i) but only to the extent not paid in full thereunder; and (J) TENTH, (1) during an Unmatured Event of Default or an Event of Default, to remain in the Collection Account as Principal Collections, and (2) otherwise, (x) during the Revolving Period, at the option of the Borrower, to (A) the Borrower for distribution to the Equityholder (subject to Section 10.16(a)) or (B) to remain in the Collection Account as Principal Collections or (y) after the end of the Revolving Period, the such remaining Amount Available to the Borrower. So long as no Collateral Manager Default has occurred and is continuing, including the Collateral Manager may make the remittances to be made by it pursuant to Sections 8.3 and 8.4 net of amounts (which amounts may be netted prior to any such remittance for a Collection Period) to be distributed to it pursuant to Section 7.14 or 8.5(a)(i)(L); provided, however, that the Collateral Manager shall account for all of such amounts in the related Monthly Report as if such amounts were deposited and distributed separately; and provided, further, that if an error is made by the Collateral Manager in calculating the amount to be deposited or retained by it, with the result that an amount less than required is deposited in the Collection Account, the Collateral Manager shall make a distribution payment of the deficiency to the EquityholderCollection Account immediately upon becoming aware, or receiving notice from any Lender, the Paying Agent or the Facility Agent, of such error. (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Principal Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations Contracts (each such reinvestment of Principal Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Paying Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations Contracts setting forth the information required therein with respect to the Collateral Obligations Contracts to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Paying Agent no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Paying Agent shall have provided to the Agent and each Lender Facility Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.5(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Paying Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, 8.5(b) the Collateral Paying Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanContract.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved prepared by the Collateral Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro rata, first (1) to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodAccrual Period pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed in the aggregate the amount of the Collateral Agent Capped Fees/Expenses and second (2) to the Collateral Custodian Capped Fees/Servicer, any accrued and unpaid Servicer Expenses, respectivelywhich Servicer Expenses shall not exceed either (x) $25,000 on any Distribution Date or (y) $50,000 in any calendar year; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurredto the extent not waived by the Servicer, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Servicer, any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection Accrual Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B2) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Lender Agents and the Facility Agent and (C3) to the Hedge Counterparties, any amounts owed for on the current and prior Distribution Dates to USActive 58353885.2 the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the lower of the Borrowing Base and the Foreign Currency Loan Amount will Maximum Availability, (2) if the Minimum Equity Test is not exceed satisfied on such Distribution Date, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding such that the Minimum Equity Test is satisfied and (3) if the Minimum Diversity Test is not satisfied on such Distribution Date, in the amount necessary to reduce the Advances outstanding to zero; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingAdvances outstanding in an amount equal to (1) if an Event of Default has occurred and is continuing or if the Revaluation Diversion Event has occurred or (2) if the Diversity Score (calculated as of the related Determination Date) is less than or equal to 10, in the amount necessary all remaining Interest Collections; (G) SEVENTH, to reduce the Loans outstanding to zeroany Affected Persons, any Increased Costs then due and owing; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (KJ) ELEVENTHTENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (LK) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTHELEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction DocumentsCustodian; (NL) FOURTEENTHTWELFTH, to pay any other amounts due and payable by the Borrower or otherwise under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and; (OM) FIFTEENTHTHIRTEENTH, (A) during the Revolving Period, (x1) during an Unmatured Event of Default, a Specified Borrowing Base Breach Default or an Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwiseCollections, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B2) after the end of otherwise during the Revolving Period, at the remaining option of the Borrower, either such Amount Available constituting Interest Collections to the Borrower for payment or to be deposited in the Principal Collection Account and treated as directed by Principal Collections; and USActive 58353885.2 (N) FOURTEENTH, after the Revolving Period, such remaining Amount Available, to the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (FE), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and (to the extent not repaid in full paid pursuant to Section 8.3(a)(i)(G8.3(a)(i)(F)), to the Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (G) and (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary Agent and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary Agent and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTHTENTH, during the Revolving Period, to remain in the Principal Collection Account as Principal Collections which may be distributed except as otherwise permitted pursuant to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment10.16; and (J) TENTHELEVENTH, after the end of the Revolving Period, the such remaining such Amount Available to the Borrower, including to make a distribution to the Equityholder.. USActive 58353885.2 (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Principal Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Principal Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; andsatisfied (except that if each Collateral Quality Test is not satisfied immediately prior to such Reinvestment, the extent of compliance will be improved); (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Facility Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) To the extent necessary to make payments in any Eligible Currency pursuant to Section 8.3(a), the Servicer hereby instructs the Collateral Agent, on the Determination Date immediately preceding each Distribution Date, to convert amounts on deposit in the applicable Collection Account into any Eligible Currency (pro rata based on available amounts from each other Eligible Currency, unless otherwise directed in writing by the Servicer) using the Applicable Conversion Rate. All risk and expense incident to such conversion is the responsibility of the Borrower and the Collateral Agent shall have (x) no responsibility for fluctuations in exchange rates affecting any Collections or conversion thereof and (y) to the extent it complies with the instructions provided by the Servicer in a non-negligent manner, no liability for any losses incurred or resulting from the rates obtained in such foreign exchange transactions. USActive 58353885.2 (d) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanObligation.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Facility Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 50,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager Servicer (unless waived or deferred in whole or in part by the Collateral ManagerServicer), any fees of the Servicer in an aggregate amount not to exceed the amount of any accrued and unpaid Primary Collateral Manager Servicer Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(D), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Facility Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the lower of the Borrowing Base and the Foreign Currency Loan Amount will Maximum Availability and (2) if either (or both of) the Minimum Diversity Test or the Minimum Equity Test is not exceed satisfied on such Distribution Date, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding to zero; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, first (1) if the Diversity Score is less than or equal to 7a Revaluation Diversion Event has occurred, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, Advances outstanding in the amount necessary to reduce the Loans Advances outstanding to zerozero and second (2) to the Agents on behalf of their respective Lenders pro rata to repay the Advances outstanding, in an amount equal to all remaining Amount Available constituting Interest Collections; provided that all Interest Collections shall be released to the Borrower in full so long as the Diversity Score is greater than 10; (G) SEVENTH, to the Servicer (unless waived or deferred in whole or in part by the Servicer), any fees of the Servicer in an aggregate amount not to exceed the amount of any accrued and unpaid Secondary Servicer Fee for the related Collection Period, as well as any expenses of the Servicer or other amounts owing to the Servicer; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (L) TWELFTH, (1) at the election of the Collateral Manager Servicer to pay to the Collateral Manager Servicer any deferred and unpaid Primary Collateral Manager Servicer Fee or other amounts owed to the Collateral Manager deferred and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursedunpaid Secondary Servicer Fee; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x1)(x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of DefaultFacility Termination Event, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (FE), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full paid pursuant to Section 8.3(a)(i)(G8.3(a)(i)(F), to the Lenders pro rata to repay the Loans Advances outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (G) and (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to remain in the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for ReinvestmentCollections; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a Borrower for distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may make distributions pursuant to Section 10.16. The Borrower may also withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Facility Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanObligation.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved prepared by the Collateral Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro rata, first (1) to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed in the aggregate the amount of the Collateral Agent Capped Fees/Expenses and second (2) to the Collateral Custodian Capped Fees/Servicer, any accrued and unpaid Servicer Expenses, respectivelywhich Servicer Expenses shall not exceed either (x) $25,000 on any Distribution Date or (y) $50,000 in any calendar year; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurredto the Servicer, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Servicer, any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, to the Administrative Agent for onward distribution, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B2) to the Facility Agent and the Lender Agents on behalf of their respective the Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Lender Agents Lenders and the Facility Agent and (C3) to the Hedge Counterparties, any amounts owed for by the Borrower on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Administrative Agent for onward distribution to the Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount (x) not to exceed the lower of the Borrowing Base and the Maximum Availability and (y) necessary to cure the Minimum Equity Test, (2) if the Minimum Diversity Test is not satisfied on such Distribution Date, in the amount necessary to reduce the Advances outstanding to zero and (3) in the amount necessary to reduce the Advances Outstanding to an amount such that after giving effect to such reduction the Foreign Currency Loan Advance Amount will not exceed is less than the Foreign Currency Sublimit; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Administrative Agent for onward distribution to the Lenders pro rata to repay the Loans Advances outstanding, in an amount equal to the amount necessary product of (a) all remaining Amount Available constituting Interest Collections and (b) the applicable Lender Allocation Percentage; (G) SEVENTH, to reduce the Loans outstanding to zeroany Affected Persons, any Increased Costs then due and owing; (H) EIGHTH, pro rata based on amounts owed to such Persons by the Borrower under this Section 8.3(a)(i)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (KJ) ELEVENTHTENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (LK) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTHELEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro ratarata based on amounts owed to such Persons, (1) to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under and (2) to the Transaction DocumentsAdministrative Agent, any Administrative Agent Fees and Expenses due to the Administrative Agent; (NL) FOURTEENTHTWELFTH, to pay any other amounts due from the Borrower under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a)(i)(A); (M) THIRTEENTH, to pay any other amounts due and payable by the Borrower or otherwise under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and; (ON) FIFTEENTHFOURTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach to remain in the Interest Collection Account as Interest Collections or (y) otherwise, at the election of the Borrower (or the Servicer on its behalf), the remaining Amount Available constituting Interest Collections to (1) the Borrower for distribution to the Equityholder or (2) the Principal Collection Account for reinvestment in Collateral Obligations; and (O) FIFTEENTH, after the Revolving Period, (x) during an Unmatured Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections Available, to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (FE), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full paid pursuant to Section 8.3(a)(i)(G8.3(a)(i)(F), to the Administrative Agent for onward distribution to the Lenders pro rata to repay the Loans Advances outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (G) and (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian and (ii) to the extent not previously paid pursuant to Section 8.3(a)(i)(K) and pro rata based on amounts owed to such Persons, (1) to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian and (2) to the Administrative Agent, any costs and expenses due to the Administrative Agent under the Transaction Documents (in each case other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, at the election of the Borrower (or the Servicer on its behalf), (1) to the Collateral Agent for payment to the Borrower for distribution to the Equityholder or (2) to remain in the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for ReinvestmentCollections; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a Borrower for distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Principal Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Principal Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) one Business Days Day prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Facility Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) To the extent necessary to make payments in any Eligible Currency pursuant to Section 8.3(a), the Servicer agrees to provide written instruction to the Collateral Agent, on the Determination Date immediately preceding each Distribution Date, to convert amounts on deposit in the applicable Collection Account into any Eligible Currency (pro rata based on available amounts from each other Eligible Currency, unless otherwise directed in writing by the Servicer) using the Applicable Conversion Rate. All risk and expense incident to such conversion is the responsibility of the Borrower and the Collateral Agent shall have (x) no responsibility for fluctuations in exchange rates affecting any Collections or conversion thereof and (y) to the extent it complies with the instructions provided by the Servicer, no liability for any losses incurred or resulting from the rates obtained in such foreign exchange transactions. (d) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanObligation.

Distributions, Reinvestment and Dividends. (a) On One Business Day prior to each Distribution Date, the Collateral Agent shall distribute transfer from the Collection Account to the Payment Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Administrator and approved by the Agent pursuant to Section 8.5, the Amount Available for such Distribution Date. On each Distribution Date the Collateral Agent shall distribute from the Payment Account the Amount Available in the following order of priority: (i) From the Interest Collection Payment Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent Agent, the Collateral Administrator and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses, Collateral Administrator Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent, Collateral Administrator and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager Servicer (unless waived or deferred in whole or in part by the Collateral ManagerServicer), any fees of the Servicer in an aggregate amount not to exceed the amount of any accrued and unpaid Primary Collateral Manager Servicer Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A) to the Lenders, an amount equal to the Interest on the Loans accrued during the Accrual Period with respect to such Distribution Date (and any Interest with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans in the amount necessary to reduce the Revolving Loans outstanding to an amount not to exceed the Borrowing Base and the Foreign Currency Loan Amount will not exceed the Foreign Currency SublimitBase; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, in the an amount necessary equal to reduce the Loans outstanding to zeroall remaining Amounts Available constituting Interest Collections; (H) EIGHTH, to the Servicer (unless waived or deferred in whole or in part by the Servicer), any fees of the Servicer in an aggregate amount not to exceed the amount of any accrued and unpaid Secondary Servicer Fee for the related Collection Period, as well as any expenses of the Servicer or other amounts owing to the Servicer; (I) NINTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(i)(I), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (IJ) NINTHTENTH, to any Affected Persons, any Increased Costs then due and owing; (JK) TENTHELEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (KL) ELEVENTHTWELFTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (LM) TWELFTHTHIRTEENTH, (1) at the election of the Collateral Manager Servicer to pay to the Collateral Manager Servicer any deferred and unpaid Primary Collateral Manager Servicer Fee or other amounts owed to the Collateral Manager deferred and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursedunpaid Secondary Servicer Fee; (MN) THIRTEENTHFOURTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent the Collateral Administrator and the Collateral Custodian, any Collateral Agent Fees and Expenses, Collateral Administrator Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent Agent, Collateral Administrator and the Collateral Custodian under the Transaction Documents; (NO) FOURTEENTHFIFTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (OP) FIFTEENTHSIXTEENTH, (A) during the Revolving Period, (x1)(x) during an Unmatured Event of Default, a Specified Borrowing Base Breach Default or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder or for Reinvestment and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (H) and (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (IJ) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (JK) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K8.3(a)(i)(L), to the Collateral Agent, Collateral Administrator, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary Intermediary, Collateral Administrator and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (LM) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(ai) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (MN) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (O) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (J) TENTH, during the Revolving Period, to the Principal Collection Account as Principal Collections Collections, which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (JK) TENTHELEVENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a Borrower for distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may make distributions pursuant to Section 10.16 and the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, the Collateral Administrator, each Lender Agent and the Agent of the proposed ReinvestmentReinvestment (A) for any Non-Approval Collateral Obligations or Pre-Approved Collateral Obligations, at or prior to 2:00 p.m.on the proposed date of such Reinvestment and (B) for any Collateral Obligations except as set forth in clause (A), in the Applicable Time Zone, one (1) two (2) Business Days Day prior to to, the proposed date of such Reinvestment (the “Reinvestment Date”); provided that, in the case of clause (x) or (y) above, such related approval of the Reinvestment by the Agent shall be valid for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to thirty calendar days as of the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral ObligationsDate. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses clause (i) and (m) thereof, shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent Administrator no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent Administrator shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s and the Collateral Administrator’s receipt of an Officer’s Certificate written direction from the Borrower (or the Servicer on behalf of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (iBorrower) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be required to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanObligation.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved prepared by the Collateral Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro rata, first (1) to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod and second (2) to the Servicer, any accrued and unpaid Servicer Expenses, which expenses amounts under this clause (B) shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectivelyAnnual Expense Cap in any calendar year; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Servicer, any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B2) to the Facility Agent and the Lender Agents on behalf of their respective the Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Lender Agents Lenders and the Facility Agent and (C3) to the Hedge Counterparties, any amounts owed for on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Periodif either Coverage Test is not satisfied on such Distribution Date, to the Lender Agents Facility Agent on behalf of their respective Revolving the Lenders to be distributed pro rata in accordance with the amount of the outstanding Revolving Loans Advances to reduce the Advances outstanding in the amount necessary to reduce satisfy the Revolving Loans outstanding to an amount not to exceed the Borrowing Base and the Foreign Currency Loan Amount will not exceed the Foreign Currency SublimitCoverage Tests; (F) SIXTH, to the Equityholder as a Permitted RIC Distributionany Affected Persons, any Increased Costs then due and owing; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, in the amount necessary to reduce the Loans outstanding to zero; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(i)(G), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (IH) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTHEIGHTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (KI) ELEVENTHNINTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (LJ) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTHTENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent Agent, the Securities Intermediary and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent Agent, the Securities Intermediary and the Collateral Custodian under the Transaction DocumentsCustodian; (NK) FOURTEENTHELEVENTH, to pay any other amounts due and payable by the Borrower or otherwise under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and; (OL) FIFTEENTHTWELFTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; Borrower (or (y) otherwisethe Servicer on its behalf), the remaining Amount Available constituting Interest Collections to (x) the Borrower or (y) the Principal Collection Account for payment as directed by the Borrowerreinvestment in Collateral Obligations; and (M) THIRTEENTH, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections Available, to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (FE), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, at any time in connection with any prepayment pursuant to Section 2.4(c) or on any other Distribution Date after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to Facility Agent on behalf of the Lenders to be distributed pro rata to repay the Loans Advances outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) aboveat the election of the Borrower (or the Servicer on its behalf), the amounts referred remaining Amount Available constituting Principal Collections to (x) the Principal Collection Account for reinvestment in clause Collateral Obligations or (Hy) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunderFacility Agent on behalf of the Lenders to be distributed pro rata to repay the Advances outstanding; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (IF) and (G) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (JH) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder (F) SIXTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (FG) SIXTHSEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K8.3(a)(i)(J), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (MK) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, at the election of the Borrower (or the Servicer on its behalf), the remaining Amount Available constituting Principal Collections to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder for reinvestment in accordance with Section 10.16 or withdrawn for ReinvestmentCollateral Obligations; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower. (iii) if the Advances and Obligations have been accelerated pursuant to Section 13.2 and such acceleration has not been rescinded or annulled, including to make a distribution then notwithstanding the provisions of the foregoing Section 8.3(a)(i) and Section 8.3(a)(ii), from the Collection Account, the Amount Available for such Distribution Date in the following order of priority: (A) FIRST, to the Equityholderpayment of taxes and governmental fees owing by the Borrower, if any; (B) SECOND, first (1) to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period and second (2) to the Servicer, any accrued and unpaid Servicer Expenses; (C) THIRD, to the Servicer, any accrued and unpaid Servicing Fee for the related Collection Period; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(iii)(D), (1) to the Lenders, an amount equal to the Yield on the Advances accrued during the Accrual Period with respect to such Distribution Date (and any Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (2) to the Facility Agent on behalf of the Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders and the Facility Agent and (3) to the Hedge Counterparties, any amounts owed on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, to the Facility Agent on behalf of the Lenders to be distributed pro rata to repay the Advances outstanding; (F) SIXTH, to any Affected Persons, any Increased Costs then due and owing; (G) SEVENTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(iii)(G), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (H) EIGHTH, to the extent not previously paid pursuant to Section 8.3(a)(iii)(A) above, to the payment of taxes and governmental fees owing by the Borrower, if any; (I) NINTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnified Party, any Indemnified Amounts then due and owing to each such Indemnified Party; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(iii)(B) above, to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian; (K) ELEVENTH, to pay any other amounts due and payable by the Borrower or otherwise under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); (L) TWELFTH, the remaining Amount Available, to the Borrower. (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Principal Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Principal Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition conditions precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account6.4. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) 6.4 and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) The Borrower may also make a withdrawal from the Collection Account to make a distribution of Interest Collections and/or Principal Collections as provided in Section 10.16. (d) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanObligation.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Facility Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 100,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Investment Manager (unless waived or deferred in whole or in part by the Collateral Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Primary Collateral Manager IM Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(D), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Collection Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Collection Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Facility Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances, (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the any Borrowing Base and (2) if the Foreign Currency Loan Amount will not exceed Diversity Score is lower than 8, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding to zero; (F) SIXTH, on and after the occurrence of the Facility Termination Date, to the Equityholder as a Permitted RIC DistributionAgents on behalf of their respective Lenders pro rata to repay the Advances outstanding; (G) SEVENTH, after the end of the Revolving Period, (i) if a Facility Termination Event has occurred, the Minimum Equity Condition is not satisfied or the Diversity Score is less than or equal to 76, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingAdvances outstanding in the amount necessary to reduce such Advances outstanding to zero or (ii) otherwise, the Amount Available constituting Principal Proceeds only to the Agents on behalf of their respective Lenders pro rata in the amount necessary to reduce the Loans Advances outstanding to zero; (H) EIGHTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the Investment Manager (unless waived or deferred in whole or in part by the Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Secondary IM Fee for the related Collection Period, as well as any expenses of the Investment Manager or other amounts owing to the Investment Manager, in each case reimbursable or owing under the terms of the Investment Management Agreement; (I) NINTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(I), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (IJ) NINTHTENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to any Affected Persons, any Increased Costs then due and owing; (JK) TENTHELEVENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (KL) ELEVENTHTWELFTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (LM) TWELFTHTHIRTEENTH, (1) so long as no Unmatured Facility Termination Event shall have occurred and be continuing, at the election of the Collateral Investment Manager to pay to the Collateral Investment Manager any deferred and unpaid Primary Collateral Manager IM Fee or other amounts owed to the Collateral Manager deferred and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursedunpaid Secondary IM Fee; (MN) THIRTEENTHFOURTEENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (NO) FOURTEENTHFIFTEENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (OP) FIFTEENTHSIXTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the all remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by or, during the BorrowerRevolving Period at the discretion of the Investment Manager, including as to make a distribution to remain in the Equityholder Collection Account and (B) all remaining Amount Available constituting Principal Collections, (x) during the Revolving Period, to remain in the Collection Account as Principal Collections and (y) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower; provided that, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) in the case of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(KA), to the Collateral Agentno Unmatured Facility Termination Event shall have occurred and be continuing, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents or (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(aII) in the definition case of clause (B), (w) no Unmatured Facility Termination Event shall have occurred and be continuing, (x) during the Revolving Period, each Collateral Quality Test is satisfied, (y) the Minimum Equity Condition is satisfied and (z) the Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may make distributions pursuant to Section 10.16. The Borrower may also withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, (B) make pay dividends and distributions to the Equityholder in accordance with Section 10.16, 10.16 or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Investment Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Facility Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Investment Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanObligation.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Servicer and approved by the Facility Agent and the Servicer pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on 50,000 in any Distribution Datecalendar year; (B) SECOND, pro rata, first (1) to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed in the aggregate the amount of the Collateral Agent Capped Fees/Expenses and second (2) to the Collateral Custodian Capped Fees/Servicer, any accrued and unpaid Servicer Expenses, respectivelywhich Servicer Expenses shall not exceed either (x) $25,000 on any Distribution Date or (y) $90,000 in any calendar year; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurredpro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(C), to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Lenders, any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period, otherwise (B) an amount equal to the Collateral Manager, Yield on the Advances accrued during the Accrual Period with respect to such Distribution Date (x) one half of and any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of Yield with respect to any accrued and unpaid Primary Collateral Manager Fee for the related Collection prior Accrual Period to the Agents extent not paid on behalf of their respective Lenders pro rata to repay the Loans outstandinga prior Distribution Date); (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest on the Loans accrued during the Accrual Period with respect to such Distribution Date (and any Interest with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Lender Agents and the Facility Agent and (C2) to the Hedge Counterparties, any amounts owed for on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, (1) first, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the Advances Outstanding in the amount necessary to eliminate any outstanding Revolving Loans Borrowing Base Deficiency and reduce the Advances Outstanding to an amount not to exceed the Maximum Availability, (2) second, if the Minimum Equity Condition is not satisfied on such Distribution Date, (x) to the Agents on behalf of their respective Lenders pro rata in accordance with the amount of the Advances Outstanding in the amount necessary to reduce the Revolving Loans outstanding Advances Outstanding or (y) to the Principal Collection Account as Principal Collections for application in accordance with Section 8.3(b) until the Minimum Equity Condition is satisfied; (3) third, if the Diversity Score is less than 10 but greater than or equal to 8, to the Principal Collection Account as Principal Collections for application in accordance with Section 8.3(b) in the amount necessary (as determined by the Servicer in its reasonable discretion) to increase the Diversity Score above 8 and (4) fourth, to the Agents on behalf of their respective Lenders pro rata in accordance with the amount of the Advances Outstanding in the amount necessary to reduce the Advances Outstanding to an amount not such that after giving effect to exceed the Borrowing Base and such reduction the Foreign Currency Loan Advance Amount will not exceed is less than the Foreign Currency Sublimit; (F) SIXTH, (1) during the Revolving Period, if the Diversity Score is less than 8, to the Equityholder as a Permitted RIC Distribution; Agents on behalf of their respective Lenders pro rata to repay the Advances Outstanding and (G2) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 76, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingAdvances Outstanding; (G) SEVENTH, in to the amount necessary extent not waived by the Servicer, to reduce the Loans outstanding to zeroServicer, any accrued and unpaid Servicing Fee for the related Collection Period; (H) EIGHTH, to any Affected Persons, any Increased Costs then due and owing; (I) NINTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(i)(I), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (L) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction DocumentsCustodian; (NM) FOURTEENTHTHIRTEENTH, to pay any other amounts due and payable by the Borrower or otherwise under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); (N) FOURTEENTH, during the Revolving Period, (1) during an Unmatured Event of Default, to remain in the Interest Collection Account as Interest Collections, and (2) otherwise, at the option of the Equityholder, either such Amount Available to the Equityholder or to remain in the Principal Collection Account as Principal Collections; and (O) FIFTEENTH, (A) during after the Revolving Period, (x1) during an Unmatured Event of Default, a Specified Borrowing Base Breach Default or Event of Default, to remain in the Interest Collection Account as Interest Collections or (other than amounts necessary to repay Loans at the election of the Borrower; or make any BDC Tax Distribution), and (y2) otherwise, the such remaining Amount Available constituting Interest Collections Available, to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G)Period, to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, until repaid in fullAdvances Outstanding; (C) THIRD, during the Revolving Period, in an amount directed by the Servicer (unless such entity is unaffiliated with the initial Servicer, in which case the Equityholder), if any, to the Principal Collection Account as Principal Collections for application in accordance with Section 8.3(b); (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts amount referred to in clause (HG) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunderthereunder and not waived by the Servicer; (DE) FOURTHFIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (H) and (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (EF) FIFTHSIXTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but but, in each case, only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (LK) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(L), to the Collateral Agent and the Collateral Custodian, any costs and expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (I) NINTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (IJ) NINTH, during the Revolving PeriodTENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (N) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; and (K) ELEVENTH, (1) during an Unmatured Event of Default or an Event of Default, to remain in the Principal Collection Account as Principal Collections which may be distributed (other than amounts necessary to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and make any BDC Tax Distribution) and (J2) TENTHotherwise, after the end of the Revolving Period, the such remaining such Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Principal Collections to (A) prepay the Loans outstanding Advances Outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Principal Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) one Business Days Day prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Facility Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject . (c) During the Revolving Period, the Borrower may direct the Collateral Agent to withdraw such funds for the purpose of making payments in respect of the Advances Outstanding in the applicable Eligible Currency at such time in accordance with and subject to the Collateral Agent’s receipt terms of an Officer’s Certificate of the Collateral Manager as to Section 2.4. Upon the satisfaction of the applicable conditions precedent set forth in Section 6.2 and Section 8.3 (other than clauses (i) as certified by the Borrower to the Collateral Agent and (m) thereof) and this Section 8.3the Facility Agent), the Collateral Agent will shall release funds from the Principal Collection Account to as directed by the Borrower Servicer in an amount not to exceed the lesser of (Ax) the amount requested by the Borrower Servicer for reinvestment or repayment and (y) the amount on deposit in the Principal Collection Account on such day. (d) (i) For purposes of Section 8.3, any Amount Available on deposit in an Interest Collection Account or a Principal Collection Account denominated in any Eligible Currency shall be applied on any Distribution Date (A) first, to make payments in such Eligible Currency and (B) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the amount Borrower using the Applicable Conversion Rate; provided that such payments shall be subject to availability of Collections on deposit in such funds pursuant to Section 8.3. For the Collection Account. (c) At any timeavoidance of doubt, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of shall only be required to make payments pursuant to Section 8.3(a)(i)(E)(4) in an Eligible Collateral Obligation within ten (10) Business Days of Currency other than Dollars to extent that the Funding Date with respect Borrower has amounts available in such currency to such Loanmake the payment.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved prepared by the Collateral Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro rata, first (1) to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodCollectionAccrual Period pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed in the aggregate the amount of the Collateral Agent Capped Fees/Expenses and second (2) to the Collateral Custodian Capped Fees/Servicer, any accrued and unpaid Servicer Expenses, respectivelywhich Servicer Expenses shall not exceed either (x) $25,000 on any Distribution Date or (y) $50,000 in any calendar year; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurredto the extent not waived by the Servicer, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Servicer, any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection CollectionAccrual Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B2) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Lender Agents and the Facility Agent and (C3) to the Hedge Counterparties, any amounts owed for on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the lower of the Borrowing Base and the Foreign Currency Loan Amount will Maximum Availability, (2) if the Minimum Equity Test is not exceed satisfied on such Distribution Date, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding such that the Minimum Equity Test is satisfied and (3) if the Minimum Diversity Test is not satisfied on such Distribution Date, in the amount necessary to reduce the Advances outstanding to zero; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingAdvances outstanding in an amount equal to (1) if an Event of Default has occurred and is continuing or if the Revaluation Diversion Event has occurred or (2) if the Diversity Score (calculated as of the related Determination Date) is less than or equal to 10, in the amount necessary all remaining Interest Collections; (G) SEVENTH, to reduce the Loans outstanding to zeroany Affected Persons, any Increased Costs then due and owing; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (KJ) ELEVENTHTENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (LK) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTHELEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction DocumentsCustodian; (NL) FOURTEENTHTWELFTH, to pay any other amounts due and payable by the Borrower or otherwise under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and; (OM) FIFTEENTHTHIRTEENTH, (A) during the Revolving Period, (x1) during an Unmatured Event of Default, a Specified Borrowing Base Breach Default or an Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwiseCollections, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B2) after the end of otherwise during the Revolving Period, at the remaining option of the Borrower, either such Amount Available constituting Interest Collections to the Borrower for payment or to be deposited in the Principal Collection Account and treated as directed by Principal Collections; and (N) FOURTEENTH, after the Revolving Period, such remaining Amount Available, to the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (FE), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and (to the extent not repaid in full paid pursuant to Section 8.3(a)(i)(G8.3(a)(i)(F)), to the Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (G) and (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary Agent and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary Agent and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTHTENTH, during the Revolving Period, to remain in the Principal Collection Account as Principal Collections which may be distributed except as otherwise permitted pursuant to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment10.16; and (J) TENTHELEVENTH, after the end of the Revolving Period, the such remaining such Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Principal Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Principal Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; andsatisfied (except that if each Collateral Quality Test is not satisfied immediately prior to such Reinvestment, the extent of compliance will be improved); (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Facility Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) To the extent necessary to make payments in any Eligible Currency pursuant to Section 8.3(a), the Servicer hereby instructs the Collateral Agent, on the Determination Date immediately preceding each Distribution Date, to convert amounts on deposit in the applicable Collection Account into any Eligible Currency (pro rata based on available amounts from each other Eligible Currency, unless otherwise directed in writing by the Servicer) using the Applicable Conversion Rate. All risk and expense incident to such conversion is the responsibility of the Borrower and the Collateral Agent shall have (x) no responsibility for fluctuations in exchange rates affecting any Collections or conversion thereof and (y) to the extent it complies with the instructions provided by the Servicer in a non-negligent manner, no liability for any losses incurred or resulting from the rates obtained in such foreign exchange transactions. (d) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanObligation.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Interest Collection Account, solely in accordance with the applicable Monthly Report approved prepared by the Collateral Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees Taxes owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (Bii) SECOND, pro rata(1) first, to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses Expenses, Securities Intermediary fees and expenses and Collateral Custodian Fees and Expenses for the related Collection Accrual Period, which fees and expenses shall not exceed in the aggregate the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C2) THIRD, (A) if no Specified Borrowing Base Breach has occurredsecond, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Servicer, any accrued and unpaid Primary Collateral Manager Fee for the related Collection PeriodServicer Expenses, otherwise which Servicer Expenses shall not exceed $30,000 on any Distribution Date and (B3) to the Collateral Managerthird, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingSuccessor Senior Servicing Fee; (Diii) FOURTHTHIRD, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(iii), (A) to the Agents on behalf of their respective Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Facility Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (Eiv) FOURTH, to the extent not waived or deferred by the Servicer, to the Servicer, any accrued and unpaid Senior Servicing Fee for the related Accrual Period; (v) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances, (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the lower of any Borrowing Base and the Maximum Availability, (2) if either the Minimum Diversity Test or the Minimum Equity Test is not satisfied on such Distribution Date, in the amount necessary to reduce the Advances outstanding to zero and (3) in the amount necessary to reduce the Advances outstanding to an amount such that after giving effect to such reduction the Foreign Currency Loan Advance Amount will not exceed is less than the Foreign Currency Sublimit; (Fvi) SIXTH, (1) if an Unmatured Event of Default has occurred and is continuing, to remain in the Equityholder Collection Account as a Permitted RIC Distribution; Interest Collections or (G2) SEVENTH, after the end if an Event of the Revolving Period, if the Diversity Score Default has occurred and is less than or equal to 7continuing, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingAdvances outstanding in an amount equal to all remaining Interest Collections; (vii) SEVENTH, after the end of the Revolving Period, either (A) if no Revaluation Diversion Event has occurred, the Diversity Score is greater than 15 and no Unmatured Event of Default or an Event of Default has occurred and is continuing, to the Borrower, or (B) otherwise, to the Agents on behalf of their respective Lenders pro rata to repay the Advances outstanding in the amount necessary to reduce the Loans Advances outstanding to zero; (Hviii) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(viii), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (Iix) NINTH, to any Affected Persons, any Increased Costs then due and owing; (Jx) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(i) above, to the payment of Taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (Kxi) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (Lxii) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(ii) above, pro rata, to the Collateral Agent Agent, the Securities Intermediary and the Collateral Custodian, any Collateral Agent Fees and Expenses Expenses, Securities Intermediary fees and expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent Agent, Securities Intermediary and the Collateral Custodian under the Transaction DocumentsCustodian; (Nxiii) THIRTEENTH, to the extent not waived or deferred by the Servicer, to the Servicer, any accrued and unpaid Subordinated Servicing Fee for the related Accrual Period; (xiv) FOURTEENTH, to pay any other amounts due from the Borrower under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and; (Oxv) FIFTEENTH, (A) during the Revolving Period, (x) during Period if an Unmatured Event of Default, a Specified Borrowing Base Breach Default or an Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans Default has not occurred and is continuing and at the election of the Borrower; or Servicer, to be deposited in the Principal Collection Account as Principal Collections; (yxvi) otherwiseSIXTEENTH, the remaining Amount Available constituting Interest Collections Available, to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (iib) From On each Distribution Date, the Collateral Agent shall distribute from the Principal Collection Account, in accordance with the applicable Monthly Report prepared by the Collateral Agent pursuant to Section 8.5, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (Ai) FIRST, to pay, in accordance with Section 8.3(a)(i8.3(a) above, the amounts referred to in clauses (Ai) through (F), in that order, but, in each case, only to the extent not paid in full thereunderv) above; (Bii) SECOND, after the end of if the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G)has ended, to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, until repaid Advances outstanding in fullthe amount necessary to reduce the Advances outstanding to zero; (Ciii) THIRD, to pay, in accordance with Section 8.3(a)(i8.3(a) above, the amounts referred to in clause clauses (Hvi) of such Section 8.3(a)(ithrough (xiv) but, in each case, only to the extent not paid in full thereunderabove; (Div) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to remain in the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for ReinvestmentCollections; and (Jv) TENTHFIFTH, after the end of the Revolving Period, the remaining Amount Available Available, to the Borrower, including to make a distribution to the Equityholder. (bc) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Principal Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Principal Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower Servicer on the Borrower’s behalf shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 12:00 p.m., in New York City time, on the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 12:00 p.m. (or 12:30 p.m. if the applicable Reinvestment Request is submitted after 11:00 a.m. on such Business Day) New York City time on the applicable Reinvestment Date, the Collateral Agent shall have provided to the Facility Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(c), shall be irrevocable and binding on the Borrower. (d) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Advance on deposit therein as may be needed to settle any pending acquisition of an Eligible Collateral Obligation. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (ce) At To the extent necessary to make payments in any timeEligible Currency pursuant to Section 8.3(a), the Servicer agrees to provide written instruction to the Collateral Agent, on the Determination Date immediately preceding each Distribution Date, to convert amounts on deposit in the applicable Collection Account into any Eligible Currency (pro rata based on available amounts from each other Eligible Currency, unless otherwise directed in writing by the Servicer) using the Applicable Conversion Rate. All risk and expense incident to such conversion is the responsibility of the Borrower may withdraw and the Collateral Agent shall have (x) no responsibility for fluctuations in exchange rates affecting any Collections or conversion thereof and (y) to the extent it complies with the instructions provided by the Servicer, no liability for any losses incurred or resulting from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to rates obtained in such Loanforeign exchange transactions.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved prepared by the Collateral Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 50,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Investment Manager, any fees and expenses of the Investment Manager (unless waived or deferred in whole or in part by an aggregate amount not to exceed the Collateral Manager), amount of any accrued and unpaid Primary Collateral Manager IM Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(D), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Facility Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans in Advances, the amount necessary to reduce the Revolving Loans Advances outstanding to an amount (A) not to exceed the lower of the Borrowing Base and the Foreign Currency Loan Amount will not exceed Maximum Availability and (B) such that, after giving effect to such payment, the Foreign Currency SublimitMinimum Diversification Condition is satisfied; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, Advances outstanding in an amount equal (A) in the amount necessary to reduce case of remaining Amount Available constituting Interest Collections, the Loans outstanding to zeroproduct of such remaining Interest Collections and the Advance Repayment Percentage as of such Distribution Date and (B) in the case of remaining Amount Available constituting Principal Collections, all such Principal Collections; (HG) EIGHTHSEVENTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(G), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (IH) NINTHEIGHTH, to any Affected Persons, any Increased Costs then due and owing; (JI) TENTHNINTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (KJ) ELEVENTHTENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (LK) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTHELEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (NL) FOURTEENTHTWELFTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (OM) FIFTEENTHTHIRTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the all remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by or, during the BorrowerRevolving Period at the discretion of the Investment Manager, including as to make a distribution to remain in the Equityholder Collection Account and (B) all remaining Amount Available constituting Principal Collections, (x) during the Revolving Period, (I) if no Unmatured Facility Termination Event or Facility Termination Event has occurred and is continuing, to the Borrower or (II) otherwise, to remain in the Collection Account as Principal Collections and (y) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (c) To the extent not previous converted pursuant to Section 7.3(b), the Borrower hereby instructs the Securities Intermediary, on the Determination Date immediately preceding each Distribution Date, to convert all amounts on deposit in the Collection Account into Dollars using the available foreign currency-dollar spot rate for the applicable Eligible Currency. (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Facility Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations shall be delivered with, if applicable, an Asset Approval Request setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable)Date; (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Investment Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Facility Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. (d) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Advance on deposit therein as may be needed to settle any pending acquisition of an Eligible Collateral Obligation. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Investment Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved prepared by the Collateral Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 50,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager Servicer (unless waived or deferred in whole or in part by the Collateral ManagerServicer), any fees of the Servicer in an aggregate amount not to exceed the amount of any accrued and unpaid Primary Collateral Manager Servicer Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(D), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Facility Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge USActive 31637433.4 -91- Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the lower of the Borrowing Base and the Foreign Currency Loan Amount will Maximum Availability and (2) if either (or both of) the Minimum Diversity Test or the Minimum Equity Condition is not exceed satisfied on such Distribution Date, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding to zero; (F) SIXTH, to the Equityholder as a Permitted RIC Distributionreserved; (G) SEVENTH(F) SIXTHSEVENTH, after the end of the Revolving Period, first (1) if the Diversity Score is less than or equal to 7a Revaluation Diversion Event has occurred, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, Advances outstanding in the amount necessary to reduce the Loans Advances outstanding to zerozero and second (2) to the Agents on behalf of their respective Lenders pro rata to repay the Advances outstanding, in an amount equal to all remaining Amount Available constituting Interest Collections; provided that all Interest Collections shall be released to the Borrower in full so long as the Diversity Score is greater than 10; (H) EIGHTH(G) SEVENTHEIGHTH, to the Servicer (unless waived or deferred in whole or in part by the Servicer), any fees of the Servicer in an aggregate amount not to exceed the amount of any accrued and unpaid Secondary Servicer Fee for the related Collection Period, as well as any expenses of the Servicer or other amounts owing to the Servicer; (I) (H) EIGHTHNINTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(H)(I), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (J) (I) NINTHNINTHTENTH, to any Affected Persons, any Increased Costs then due and owing; (K) (J) TENTHTENTHELEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (L) (K) ELEVENTHELEVENTHTWELFTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (M) (L) TWELFTHTWELFTHTHIRTEENTH, (1) at the election of the Collateral Manager Servicer to pay to the Collateral Manager Servicer any deferred and unpaid Primary Collateral Manager Servicer Fee or other amounts owed to the Collateral Manager deferred and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursedunpaid Secondary Servicer Fee; (N) (M) THIRTEENTHTHIRTEENTHFOURTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; ; USActive 31637433.4 -92- (O) (N) FOURTEENTHFOURTEENTHFIFTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection AccountAccount (except to the extent provided below), solely in accordance with the applicable Monthly Collateral Report prepared by the Collateral Agent and approved by the Facility Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in as follows: (I) On each Distribution Date, prior to the following order distribution of priorityany Principal Collections, Interest Collections shall be applied as follows: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 50,000 on any Distribution Date; (Bii) SECOND, pro rata(x) first, to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, including any amounts payable in connection with the preparation of any Transparency Reports (if applicable), which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and (y) second, to the Collateral Custodian Capped Fees/Expensespayment of Other Administrative Expenses owing by the Borrower, respectivelyif any, which expenses shall not exceed $10,000 on any Distribution Date; (Ciii) THIRD, (A) if no Specified Borrowing Base Breach has occurredto the extent not deferred by the Servicer, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Servicer, any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (Div) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(I)(iv), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Agent Lenders and the Lender Agents on behalf of their respective LendersFacility Agent, all accrued and unpaid Fees due to the Lenders, the Lender Agents Lenders and the Facility Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (Ev) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance (1) other than with the amount of the outstanding Revolving Loans respect to a Specified Borrowing Base Breach, in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the lower of the Borrowing Base and the Foreign Currency Loan Amount will Maximum Availability as of such Distribution Date, (2) if the Minimum Equity Test is not exceed satisfied on such Distribution Date, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding until the Minimum Equity Test is satisfied and (3) if the Diversity Score of all Eligible Collateral Obligations included in the Collateral as of such Distribution Date is less than 6, in the amount necessary to reduce the Advances outstanding until paid in full; (Fvi) SIXTH, if any Unmatured Event of Default, Event of Default or Specified Borrowing Base Breach has occurred and is continuing, all remaining Amount Available constituting Interest Collections to remain in the Equityholder as a Permitted RIC DistributionCollection Account pending the exercise of remedies by the Collateral Agent; (Gvii) SEVENTH, (i) after the end of the Revolving Period of any Non-Extending Lender (which, for the avoidance of doubt, shall mean such Lender’s Revolving Period in effect immediately prior to becoming a Non-Extending Lender pursuant to Section 2.6) but prior to the end of the Revolving Period applicable generally, an amount equal to (x) all remaining Amount Available constituting Interest Collections multiplied by (y) a fraction, the numerator of which is the aggregate Commitments held by the Non-Extending Lenders and the denominator of which is the aggregate amount of all Commitments, in each case as of the end of the 30-day period referred to in the second sentence of Section 2.6 multiplied by (z) the applicable Lender Allocation Percentage, to the Non-Extending Lenders pro rata based on the aggregate Commitments held by such Non-Extending Lenders to repay the Advances outstanding of any Non-Extending Lenders and (ii) after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders (including the Non-Extending Lenders) pro rata to repay the Loans Advances outstanding, in an amount equal to all remaining Amount Available constituting Interest Collections multiplied by the amount necessary to reduce the Loans outstanding to zeroapplicable Lender Allocation Percentage; (Hviii) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), 8.3(a)(I)(viii) to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (Iix) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(I)(i) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (Kx) ELEVENTHTENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (Lxi) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTHELEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(I)(ii) above, pro rata(x) first, to the Collateral Agent Agent, the Securities Intermediary and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documentsand (y) second, to any other Person in respect of Other Administrative Expenses due to such Person; (Nxii) FOURTEENTHTWELFTH, (x) first, to the Servicer, any accrued and unpaid Servicing Fee to the extent deferred by the Servicer in respect of prior Collection Periods and (y) second, to any Affected Persons, any Increased Costs then due and owing; (xiii) THIRTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a8.3(a)(I); and; (Oxiv) FIFTEENTHFOURTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the all remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by or, at the discretion of the Borrower, including as to make a distribution remain in the Collection Account for use by the Borrower to the Equityholder and purchase additional Collateral Obligations; and (Bxv) FIFTEENTH, after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (iiII) From On each Distribution Date, following the Principal Collection Accountdistribution of all Interest Collections as set forth in Section 8.3(a)(I) above, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priorityshall be applied as follows: (Ai) FIRST, (i) to pay, in accordance with Section 8.3(a)(i) above, the payment of the amounts referred to in clauses (Ai) through (Fv) of subsection (I) above (in the priority stated therein), in that order, but, in each case, but only to the extent not paid in full thereunderthereunder and (ii) to the Lenders, in the amount necessary to reduce the Advances outstanding until a Specified Borrowing Base Breach is cured; (Bii) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G)Period, to the Lenders (including the Non-Extending Lenders) pro rata to repay the Loans Advances outstanding, until repaid an amount equal to all remaining Amount Available constituting Principal Collections; and (iii) THIRD, after the end of any Non-Extending Lender’s Revolving Period (which, for the avoidance of doubt, shall mean such Lender’s Revolving Period in fulleffect immediately prior to becoming a Non-Extending Lender pursuant to Section 2.6), an amount equal to (x) all remaining Amount Available constituting Principal Collections multiplied by (y) a fraction, the numerator of which is the aggregate Commitments held by such Non-Extending Lender and the denominator of which is the aggregate amount of all Commitments, in each case as of the end of the 30-day period referred to in the second sentence of Section 2.6, to all such Non-Extending Lenders pro rata based on the aggregate Commitments held by such Non-Extending Lenders to repay the Advances outstanding of any Non-Extending Lenders; (Civ) THIRDFOURTH, to pay, in accordance with Section 8.3(a)(i) above, the payment of amounts referred to in clause clauses (Hviii) through (xiii) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; subsection (D) FOURTH, to pay, in accordance with Section 8.3(a)(iI) above, in the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) priority set forth therein but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (Jv) TENTHFIFTH, after the end (i) so long as no Unmatured Event of the Revolving PeriodDefault or Event of Default has occurred and is continuing, the all remaining Amount Amounts Available to remain in the Borrower, including Collection Account for use by the Borrower to purchase additional Collateral Obligations or to make a distribution pursuant to Section 10.16 and (ii) if an Unmatured Event of Default or Event of Default has occurred, to remain in the EquityholderCollection Account pending the exercise of remedies by the Collateral Agent. (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections (and to the extent expressly permitted by Section 8.3(a), Interest Collections, or (y) if after giving effect and apply such Principal Collections first to such withdrawal, prepay the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date Advances outstanding of Non-Extending Lenders on a pro forma basis, Interest Collections, rata basis and apply such Collections to second (A) prepay the Loans any other Advances outstanding in accordance with Section 2.4, (B) make distributions in accordance with a distribution pursuant to Section 10.16, or (C) subject to the following conditions, acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), to the following conditions:): (i) the Borrower shall have given written notice to the Collateral Agent, the Facility Agent and each Lender Agent and the Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligationsshall have delivered an Asset Approval Notice. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Agent shall have provided to the Facility Agent and each Lender Agent by facsimile or e-mail (via the Collateral Agent’s Website) (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanObligation.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Administrative Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 100,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Investment Manager (unless waived or deferred in whole or in part by the Collateral Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Primary Collateral Manager IM Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(D), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Administrative Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Administrative Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances, (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the any Borrowing Base and (2) if the Foreign Currency Loan Amount will not exceed Diversity Score is lower than 8, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding to zero; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding, an amount equal to the sum of (i) all remaining Amount Available constituting Principal Collections plus (ii) the product of (a) all remaining Amount Available constituting Interest Collections multiplied by (b) the applicable Lender Allocation Percentage; (G) SEVENTH, to the Investment Manager (unless waived or deferred in whole or in part by the Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount necessary of any accrued and unpaid Secondary IM Fee for the related Collection Period, as well as any expenses of the Investment Manager or other amounts owing to reduce the Loans outstanding to zeroInvestment Manager, in each case reimbursable or owing under the terms of the Investment Management Agreement; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (L) TWELFTH, (1) at the election of the Collateral Investment Manager to pay to the Collateral Investment Manager any deferred and unpaid Primary Collateral Manager IM Fee or other amounts owed to the Collateral Manager deferred and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursedunpaid Secondary IM Fee; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the all remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by or, during the BorrowerRevolving Period at the discretion of the Investment Manager, including as to make a distribution to remain in the Equityholder Collection Account and (B) all remaining Amount Available constituting Principal Collections, (x) during the Revolving Period, to remain in the Collection Account as Principal Collections and (y) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may make distributions pursuant to Section 10.16. The Borrower may also withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Administrative Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Investment Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Administrative Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Investment Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report approved prepared by the Collateral Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro rata, first (1) to the Collateral Agent Agent, the Securities Intermediary and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod and second (2) to the Servicer, any accrued and unpaid Servicer Expenses, which expenses amounts under this clause (B) shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectivelyAnnual Expense Cap in any calendar year; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Servicer, any accrued and unpaid Primary Collateral Manager Servicing Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D), (A1) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B2) to the Facility Agent and the Lender Agents on behalf of their respective the Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders, the Lender Agents Lenders and the Facility Agent and (C3) to the Hedge Counterparties, any amounts owed for on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Periodif either Coverage Test is not satisfied on such Distribution Date, to the Lender Agents Facility Agent on behalf of their respective Revolving the Lenders to be distributed pro rata in accordance with the amount of the outstanding Revolving Loans Advances to reduce the Advances outstanding in the amount necessary to reduce satisfy the Revolving Loans outstanding to an amount not to exceed the Borrowing Base and the Foreign Currency Loan Amount will not exceed the Foreign Currency SublimitCoverage Tests; (F) SIXTH, to the Equityholder as a Permitted RIC Distributionany Affected Persons, any Increased Costs then due and owing; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, in the amount necessary to reduce the Loans outstanding to zero; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(i)(G), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (IH) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTHEIGHTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (KI) ELEVENTHNINTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (LJ) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTHTENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent Agent, the Securities Intermediary and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent Agent, the Securities Intermediary and the Collateral Custodian under the Transaction DocumentsCustodian; (NK) FOURTEENTHELEVENTH, to pay any other amounts due and payable by the Borrower or otherwise under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and; (OL) FIFTEENTHTWELFTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; Borrower (or (y) otherwisethe Servicer on its behalf), the remaining Amount Available constituting Interest Collections to (x) the Borrower or (y) the Principal Collection Account for payment as directed by the Borrowerreinvestment in Collateral Obligations; and (M) THIRTEENTH, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections Available, to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (FE), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, at any time in connection with any prepayment pursuant to Section 2.4(c) or on any other Distribution Date after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to Facility Agent on behalf of the Lenders to be distributed pro rata to repay the Loans Advances outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) aboveat the election of the Borrower (or the Servicer on its behalf), the amounts referred remaining Amount Available constituting Principal Collections to (x) the Principal Collection Account for reinvestment in clause Collateral Obligations or (Hy) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunderFacility Agent on behalf of the Lenders to be distributed pro rata to repay the Advances outstanding; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (IF) and (G) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (JH) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder (F) SIXTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (FG) SIXTHSEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K8.3(a)(i)(J), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (MK) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, at the election of the Borrower (or the Servicer on its behalf), the remaining Amount Available constituting Principal Collections to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder for reinvestment in accordance with Section 10.16 or withdrawn for ReinvestmentCollateral Obligations; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower. (iii) if the Advances and Obligations have been accelerated pursuant to Section 13.2 and such acceleration has not been rescinded or annulled, including to make a distribution then notwithstanding the provisions of the foregoing Section 8.3(a)(i) and Section 8.3(a)(ii), from the Collection Account, the Amount Available for such Distribution Date in the following order of priority: (A) FIRST, to the Equityholderpayment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, first (1) to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period and second (2) to the Servicer, any accrued and unpaid Servicer Expenses, which amounts under this clause (B) shall not exceed the Annual Expense Cap in any calendar year; (C) THIRD, to the Servicer, any accrued and unpaid Servicing Fee for the related Collection Period; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(iii)(D), (1) to the Lenders, an amount equal to the Yield on the Advances accrued during the Accrual Period with respect to such Distribution Date (and any Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (2) to the Facility Agent on behalf of the Lenders, all accrued and unpaid Fees and Indemnified Amounts due to the Lenders and the Facility Agent and (3) to the Hedge Counterparties, any amounts owed on the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, to the Facility Agent on behalf of the Lenders to be distributed pro rata to repay the Advances outstanding; (F) SIXTH, to any Affected Persons, any Increased Costs then due and owing; (G) SEVENTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(iii)(G), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (H) EIGHTH, to the extent not previously paid pursuant to Section 8.3(a)(iii)(A) above, to the payment of taxes and governmental fees owing by the Borrower, if any; (I) NINTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnified Party, any Indemnified Amounts then due and owing to each such Indemnified Party; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(iii)(B) above, to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian; (K) ELEVENTH, to pay any other amounts due and payable by the Borrower or otherwise under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); (L) TWELFTH, the remaining Amount Available, to the Borrower. (b) Only during During the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Principal Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Principal Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition conditions precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account6.4. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) 6.4 and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) The Borrower may also make a withdrawal from the Collection Account to make a distribution of Interest Collections and/or Principal Collections as provided in Section 10.16. (d) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan Advance on deposit therein solely for the purpose of settling as may be needed to settle any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such LoanObligation.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Administrator and approved by the Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent Agent, the Collateral Administrator and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses, Collateral Administrator Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent, Collateral Administrator and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Manager Servicer (unless waived or deferred in whole or in part by the Collateral ManagerServicer), any fees of the Servicer in an aggregate amount not to exceed the amount of any accrued and unpaid Primary Collateral Manager Servicer Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(D), (A) to the Lenders, an amount equal to the Interest on the Loans accrued during the Accrual Period with respect to such Distribution Date (and any Interest with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans in the amount necessary to reduce the Revolving Loans outstanding to an amount not to exceed the Borrowing Base and the Foreign Currency Loan Amount will not exceed the Foreign Currency SublimitBase; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding, in an amount equal to all remaining Amounts Available constituting Interest Collections; (G) SEVENTH, to the Servicer (unless waived or deferred in whole or in part by the Servicer), any fees of the Servicer in an aggregate amount not to exceed the amount necessary of any accrued and unpaid Secondary Servicer Fee for the related Collection Period, as well as any expenses of the Servicer or other amounts owing to reduce the Loans outstanding to zeroServicer; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (L) TWELFTH, (1) at the election of the Collateral Manager Servicer to pay to the Collateral Manager Servicer any deferred and unpaid Primary Collateral Manager Servicer Fee or other amounts owed to the Collateral Manager deferred and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursedunpaid Secondary Servicer Fee; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent the Collateral Administrator and the Collateral Custodian, any Collateral Agent Fees and Expenses, Collateral Administrator Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent Agent, Collateral Administrator and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x1)(x) during an Unmatured Event of Default, a Specified Borrowing Base Breach Default or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (FE), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G8.3(a)(i)(F), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause clauses (G) and (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, Collateral Administrator, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary Intermediary, Collateral Administrator and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(ai) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to remain in the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for ReinvestmentCollections; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may make distributions pursuant to Section 10.16 and the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, the Collateral Administrator, each Lender Agent and the Agent of the proposed ReinvestmentReinvestment (x) for all Collateral Obligations other than First Lien Broadly Syndicated Loans, at or prior to 2:00 p.m., in the Applicable Time ZoneNew York City time, three (1) two (23) Business Days prior to or (y) for First Lien Broadly Syndicated Loans, at or prior to 2:00 p.m., New York City time, one (1) Business Day prior to, the proposed date of such Reinvestment (the “Reinvestment Date”); provided that, in the case of clause (x) or (y) above, such related approval of the Reinvestment by the Agent shall be valid for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to thirty calendar days as of the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral ObligationsDate. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent Administrator no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent Administrator shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b), shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s and the Collateral Administrator’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Facility Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) a. FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 100,000 on any Distribution Date; (B) b. SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) c. THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Investment Manager (unless waived or deferred in whole or in part by the Collateral Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Primary Collateral Manager IM Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) d. FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(D), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Collection Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Collection Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Facility Agent and (C) to the Hedge Counterparties, any amounts owed for the USActive 31506654.2531506654.28 current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) e. FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances, (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the any Borrowing Base and the Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; (F2) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less lower than or equal 8, in the amount necessary to 7reduce the Advances outstanding to zero; f. SIXTH, on and after the occurrence of the Facility Termination Date, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding; g. SEVENTH, after the end of the Revolving Period, (i) if a Facility Termination Event has occurred, the Minimum Equity Condition is not satisfied or the Diversity Score is less than or equal to 6, to the Agents on behalf of their respective Lenders pro rata to repay the Advances outstanding in the amount necessary to reduce such Advances outstanding to zero or (ii) otherwise, the Amount Available constituting Principal Proceeds only to the Agents on behalf of their respective Lenders pro rata in the amount necessary to reduce the Loans Advances outstanding to zero; h. EIGHTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the Investment Manager (H) EIGHTHunless waived or deferred in whole or in part by the Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Secondary IM Fee for the related Collection Period, as well as any expenses of the Investment Manager or other amounts owing to the Investment Manager, in each case reimbursable or owing under the terms of the Investment Management Agreement; i. NINTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(I), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTHj. TENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to any Affected Persons, any Increased Costs then due and owing; (J) TENTHk. ELEVENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTHl. TWELFTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (L) TWELFTHm. THIRTEENTH, (1) so long as no Unmatured Facility Termination Event shall have occurred and be continuing, at the election of the Collateral Investment Manager to pay to the Collateral Investment Manager any deferred and unpaid Primary Collateral Manager IM Fee or other amounts owed to the Collateral Manager deferred and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursedunpaid Secondary IM Fee; (M) THIRTEENTHn. FOURTEENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Facility Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 100,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Investment Manager (unless waived or deferred in whole or in part by the Collateral Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Primary Collateral Manager IM Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(D), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Collection Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Collection Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Facility Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances, (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the any Borrowing Base and (2) if the Foreign Currency Loan Amount will not exceed Diversity Score is lower than 8, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding to zero; (F) SIXTH, on and after the occurrence of the Facility Termination Date, to the Equityholder as a Permitted RIC DistributionAgents on behalf of their respective Lenders pro rata to repay the Advances outstanding; (G) SEVENTH, after the end of the Revolving Period, (i) if a Facility Termination Event has occurred, the Minimum Equity Condition is not satisfied or the Diversity Score is less than or equal to 76, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans outstandingAdvances outstanding in the amount USActive 31637433.35 -83- necessary to reduce such Advances outstanding to zero or (ii) otherwise, the Amount Available constituting Principal Proceeds only to the Agents on behalf of their respective Lenders pro rata in the amount necessary to reduce the Loans Advances outstanding to zero; (H) EIGHTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the Investment Manager (unless waived or deferred in whole or in part by the Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Secondary IM Fee for the related Collection Period, as well as any expenses of the Investment Manager or other amounts owing to the Investment Manager, in each case reimbursable or owing under the terms of the Investment Management Agreement; (I) NINTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(I), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (IJ) NINTHTENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to any Affected Persons, any Increased Costs then due and owing; (JK) TENTHELEVENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(A) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (KL) ELEVENTHTWELFTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (LM) TWELFTHTHIRTEENTH, (1) so long as no Unmatured Facility Termination Event shall have occurred and be continuing, at the election of the Collateral Investment Manager to pay to the Collateral Investment Manager any deferred and unpaid Primary Collateral Manager IM Fee or other amounts owed to the Collateral Manager deferred and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursedunpaid Secondary IM Fee; (MN) THIRTEENTHFOURTEENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; ; USActive 31637433.35 -84- (NO) FOURTEENTHFIFTEENTH, so long as no Unmatured Facility Termination Event shall have occurred and be continuing, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Administrative Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 50,000 on any Distribution Date; (Bii) SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection Period, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (Ciii) THIRD, (A) if no Specified Borrowing Base Breach has occurredto the extent not waived by the Servicer, to the Collateral Manager (unless waived or deferred in whole or in part by the Collateral Manager)Servicer, any accrued and unpaid Primary Collateral Manager Senior Servicing Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (Div) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(iv), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual Period to the extent not paid on a prior Distribution Date), (B) to the Administrative Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Administrative Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (Ev) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans Advances, (1) in the amount necessary to reduce the Revolving Loans Advances outstanding to an amount not to exceed the any Borrowing Base and (2) if the Foreign Currency Loan Amount will Minimum Diversity Test is not exceed satisfied on such Payment Date, in the Foreign Currency Sublimitamount necessary to reduce the Advances outstanding to zero; (Fvi) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata to repay the Loans Advances outstanding, in the amount necessary to reduce the Loans outstanding to zero; (Hvii) EIGHTHSEVENTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H8.3(a)(vii), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (Iviii) NINTHEIGHTH, to any Affected Persons, any Increased Costs then due and owing; (Jix) TENTHNINTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A8.3(a)(i) above, to the payment of Taxes taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (Kx) ELEVENTHTENTH, to the extent not previously paid by or on behalf of the Borrower, to each IndemniteeIndemnified Party, any Indemnified Amounts then due and owing to each such IndemniteeIndemnified Party; (Lxi) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTHELEVENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B8.3(a)(ii) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction DocumentsCustodian; (Nxii) FOURTEENTHTWELFTH, to the extent not waived or deferred by the Servicer, to the Servicer, any accrued and unpaid Subordinated Servicing Fee for the related Collection Period (and any Subordinated Servicing Fee for any prior Collections Period to the extent not previously paid); (xiii) THIRTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and; (Oxiv) FIFTEENTHFOURTEENTH, during the Revolving Period (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Principal Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date remain in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for ReinvestmentCollections; and (Jxv) TENTHFIFTEENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during During the Revolving Period, the Borrower may make distributions pursuant to Section 10.16. The Borrower may also withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, Collections and apply such Collections to (A) prepay the Loans Advances outstanding in accordance with Section 2.4, 2.4 or (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), subject to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Administrative Agent of the proposed Reinvestment, Reinvestment at or prior to 2:00 3:00 p.m., in the Applicable Time ZoneNew York City time, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, 6.2 shall be satisfied; and; (iii) upon the written request of the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Administrative Agent by facsimile or e-mail (to be received no later than 2:00 1:30 p.m. in the Applicable Time Zone New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (iv) any Reinvestment Request given by the Borrower pursuant to this Section 8.3(b) shall be irrevocable and binding on the Borrower. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager Servicer as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.

Distributions, Reinvestment and Dividends. (a) On each Distribution Date, the Collateral Agent shall distribute from the Collection Account, solely in accordance with the applicable Monthly Report prepared by the Collateral Agent and approved by the Facility Agent pursuant to Section 8.5, the Amount Available for such Distribution Date in the following order of priority: (i) From the Interest Collection Account, the Amount Available constituting Interest Collections for such Distribution Date in the following order of priority: (A) FIRST, to the payment of taxes and governmental fees owing by the Borrower, if any, which expenses shall not exceed $25,000 100,000 on any Distribution Date; (B) SECOND, pro rata, to the Collateral Agent and to the Collateral Custodian, any accrued and unpaid Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses for the related Collection PeriodPeriod pursuant to the Collateral Agent and Collateral Custodian Fee Letter, which expenses shall not exceed the amount of the Collateral Agent Capped Fees/Expenses and the Collateral Custodian Capped Fees/Expenses, respectively; (C) THIRD, (A) if no Specified Borrowing Base Breach has occurred, to the Collateral Investment Manager (unless waived or deferred in whole or in part by the Collateral Investment Manager), any fees of the Investment Manager in an aggregate amount not to exceed the amount of any accrued and unpaid Primary Collateral Manager IM Fee for the related Collection Period, otherwise (B) to the Collateral Manager, (x) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period and (y) one half of any accrued and unpaid Primary Collateral Manager Fee for the related Collection Period to the Agents on behalf of their respective Lenders pro rata to repay the Loans outstanding; (D) FOURTH, pro rata, based on the amounts owed to such Persons under this Section 8.3(a)(i)(D8.3(a)(D), (A) to the Lenders, an amount equal to the Interest Yield on the Loans Advances accrued during the Accrual AccrualCollection Period with respect to such Distribution Date (and any Interest Yield with respect to any prior Accrual AccrualCollection Period to the extent not paid on a prior Distribution Date), (B) to the Facility Agent and the Lender Agents on behalf of their respective Lenders, all accrued and unpaid Fees due to the Lenders, the Lender Agents and the Facility Agent and (C) to the Hedge Counterparties, any amounts owed for the current and prior Distribution Dates to the Hedge Counterparties under Hedging Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; (E) FIFTH, during the Revolving Period, to the Lender Agents on behalf of their respective Revolving Lenders pro rata in accordance with the amount of the outstanding Revolving Loans in the amount necessary to reduce the Revolving Loans outstanding to an amount not to exceed the Borrowing Base and the Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; (F) SIXTH, to the Equityholder as a Permitted RIC Distribution; (G) SEVENTH, after the end of the Revolving Period, if the Diversity Score is less than or equal to 7, to the Lender Agents on behalf of their respective Lenders pro rata in accordance with the outstanding Advances, (1) in the amount necessary to repay reduce the Loans outstandingAdvances outstanding to an amount not to exceed any Borrowing Base and (2) if the Diversity Score is lower than 8, in the amount necessary to reduce the Loans Advances outstanding to zero; (H) EIGHTH, pro rata based on amounts owed to such Persons under this Section 8.3(a)(i)(H), to the Hedge Counterparties, any unpaid Hedge Breakage Costs, together with interest accrued thereon; (I) NINTH, to any Affected Persons, any Increased Costs then due and owing; (J) TENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(A) above, to the payment of Taxes and governmental fees owing by the Borrower or to the distribution to Equityholder to provide for the payment of such Taxes on Borrower’s income attributable to the Collateral, if any; (K) ELEVENTH, to the extent not previously paid by or on behalf of the Borrower, to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (L) TWELFTH, (1) at the election of the Collateral Manager to pay to the Collateral Manager any deferred and unpaid Primary Collateral Manager Fee or other amounts owed to the Collateral Manager and (2) to the Collateral Manager, for payment of Collateral Manager Expenses due and owing under Section 7.6(b) (if any) which have not been previously reimbursed; (M) THIRTEENTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) above, pro rata, to the Collateral Agent and the Collateral Custodian, any Collateral Agent Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Agent and the Collateral Custodian under the Transaction Documents; (N) FOURTEENTH, to pay any other amounts due under this Agreement and the other Transaction Documents and not previously paid pursuant to this Section 8.3(a); and (O) FIFTEENTH, (A) during the Revolving Period, (x) during an Unmatured Event of Default, a Specified Borrowing Base Breach or Event of Default, to remain in the Interest Collection Account as Interest Collections or to repay Loans at the election of the Borrower; or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder and (B) after the end of the Revolving Period, the remaining Amount Available constituting Interest Collections to the Borrower for payment as directed by the Borrower, including as to make a distribution to the Equityholder. (ii) From the Principal Collection Account, the Amount Available constituting Principal Collections for such Distribution Date in the following order of priority: (A) FIRST, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clauses (A) through (F), in that order, but, in each case, only to the extent not paid in full thereunder; (B) SECOND, after the end of the Revolving Period and to the extent not repaid in full pursuant to Section 8.3(a)(i)(G), to the Lenders pro rata to repay the Loans outstanding, until repaid in full; (C) THIRD, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (H) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (D) FOURTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (I) of such Section 8.3(a)(i) but, in each case, only to the extent not paid in full thereunder; (E) FIFTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (J) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (F) SIXTH, to the extent not previously paid pursuant to Section 8.3(a)(i)(B) or Section 8.3(a)(i)(K), to the Collateral Agent, the Securities Intermediary and the Collateral Custodian, any costs and expenses due to the Collateral Agent, the Securities Intermediary and the Collateral Custodian under the Transaction Documents (other than Increased Costs and Indemnified Amounts); (G) SEVENTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (L) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; provided that after such payment under this clause (G) (on a pro forma basis), proviso (i)(a) in the definition of Borrowing Base Condition is satisfied; (H) EIGHTH, to pay, in accordance with Section 8.3(a)(i) above, the amounts referred to in clause (M) of such Section 8.3(a)(i) but only to the extent not paid in full thereunder; (I) NINTH, during the Revolving Period, to the Principal Collection Account as Principal Collections which may be distributed to the Equityholder in accordance with Section 10.16 or withdrawn for Reinvestment; and (J) TENTH, after the end of the Revolving Period, the remaining Amount Available to the Borrower, including to make a distribution to the Equityholder. (b) Only during the Revolving Period, the Borrower may withdraw from the Collection Account on any Business Day (x) any Principal Collections, or (y) if after giving effect to such withdrawal, the Borrower is able to make all required payments pursuant to Section 8.3 on the next Distribution Date on a pro forma basis, Interest Collections, and apply such Collections to (A) prepay the Loans outstanding in accordance with Section 2.4, (B) make distributions in accordance with Section 10.16, or (C) acquire additional Collateral Obligations (each such reinvestment of Collections, a “Reinvestment”), subject, in the case of clause (C), to the following conditions: (i) the Borrower shall have given written notice to the Collateral Agent, each Lender Agent and the Agent of the proposed Reinvestment, at or prior to 2:00 p.m., in the Applicable Time Zone, (1) two (2) Business Days prior to the proposed date of such Reinvestment (the “Reinvestment Date”) for Reinvestments in Dollar denominated Collateral Obligations and (2) five (5) Business Days prior to the proposed Reinvestment Date for Reinvestments in non-Dollar denominated Collateral Obligations. Such notice (the “Reinvestment Request”) shall be in the form of Exhibit C-2 and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment and a Schedule of Collateral Obligations setting forth the information required therein with respect to the Collateral Obligations to be acquired by the Borrower on the Reinvestment Date (if applicable); (ii) each condition precedent set forth in Section 6.2, other than those set forth in clauses (i) and (m) thereof, shall be satisfied; and (iii) upon the written request of the Borrower (or the Collateral Manager on the Borrower’s behalf) delivered to the Collateral Agent no later than 11:00 a.m. New York City time on the Reinvestment Date, the Collateral Agent shall have provided to the Agent and each Lender Agent by facsimile or e-mail (to be received no later than 2:00 p.m. in the Applicable Time Zone on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account. Subject to the Collateral Agent’s receipt of an Officer’s Certificate of the Collateral Manager as to the satisfaction of the conditions precedent set forth in Section 6.2 (other than clauses (i) and (m) thereof) and this Section 8.3, the Collateral Agent will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Collection Account. (c) At any time, the Borrower may withdraw from the Principal Collection Account the proceeds of any Loan on deposit therein solely for the purpose of settling any pending acquisition of an Eligible Collateral Obligation within ten (10) Business Days of the Funding Date with respect to such Loan.