Common use of Interest Collection Account Clause in Contracts

Interest Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (6) pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (7) first, to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, pro rata to each applicable party to pay all other unpaid Administrative Expenses; (8) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (9) (A) during a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, the Borrower;

Interest Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral Agent, the Custodian and the Securities Intermediary, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal Custodian Fees owing to any amounts payable to the Securities Intermediary under the Securities Account Control Agreementsuch Person; provided that, that the aggregate amount amounts payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not not, collectively, exceed $100,000 per annum200,000 for the 12-month period immediately preceding such Payment Date; (2) to the Collateral Manager first (A) Manager, in an amount equal to any accrued and unpaid Collateral Management Fee and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annumFee; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs Interest and Non-Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (6) to the Equityholder, to make any applicable Permitted RIC Distribution; (7) pro rata to each Lender, in an amount equal to (A) any accrued and unpaid Commitment Reduction FeeFee plus (B) if such Payment Date is the Termination Date, the Advances Outstanding; (7) first8) so long as no Borrowing Base Deficiency or Event of Default has occurred and is continuing or would result from such payment, to the Borrower, for distribution to the Equityholder, the funds necessary for the Equityholder to satisfy its tax liabilities in respect of U.S. federal taxes, but only to the extent not paid pursuant such tax liabilities are directly attributable to Section 2.7(a)(1) as a result the activities of the limitation set forth thereinBorrower (and any of its subsidiaries) in each case, pro rata to (A) as determined by the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and Manager; (B9) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, pro rata to each applicable party to pay all other unpaid Administrative Expenses; (8) to outstanding amounts under the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the CollateralTransaction Documents; and (910) (A) during a Default, to remain in the Interest Collection Account or (B) otherwiseso long as no Default has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, to the Borrower;.

Interest Collection Account. On each Payment DateDate during the Reinvestment Period, so long as no Default or Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent in writing to pay pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (Ai) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (Bii) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided thatprovided, that the aggregate amount expenses and indemnities payable pursuant to the Collateral Agent and the Securities Intermediary under this Section 2.7(a)(1) and 2.8(a)(1), Section together with the expenses and indemnities paid to the Collateral Agent and the Securities Intermediary pursuant to Sections 2.7(b)(1) and Section 2.8(12.8(a)(1) and shall not exceed $100,000 per annumduring any calendar year; (2) to the Collateral Manager first (A) Manager, in an amount equal to the sum of (A) all reasonable and documented Collateral Manager Reimbursable Expenses and (B) any accrued and unpaid Collateral Management Fee and then second (B) all documented Fee; provided that, the Collateral Manager Reimbursable Expenses due and owing to the payable under this Section 2.7(a)(2), together with Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable Manager Reimbursable Expenses paid pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(BSections 2.7(b)(2) and Section 2.8(2)(B2.8(a)(2) shall not exceed $100,000 per annum40,000 on any Payment Date (and any Collateral Manager Reimbursable Expenses not paid as a result of such limitation shall be paid on a subsequent Payment Date in accordance with Sections 2.7(a), 2.7(b) and 2.8(a)); (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs Interest and Non-Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing Unfunded Exposure Account in an amount directed by the Collateral Manager (not to such Personexceed the Unfunded Exposure Amount; (5) pro rata to (i) each Lender, in an amount equal to any accrued and unpaid Breakage Costs, and (ii) to the Administrative Agent, any applicable Lender, the Collateral Agent, or the Indemnified Parties (other than the Collateral Manager), as applicable, all Fees and other amounts, including, without limitation, any Increased Costs and all accrued and unpaid costs and expenses (including attorneys’ fees) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender, the Collateral Agent or the Indemnified Parties (other than the Collateral Manager) hereunder or under any other Transaction Documents, but other than the principal of Advances Outstanding under this Agreement; (6) pro rata to each Lender, if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (67) pro rata to each Lenderthe Expense Reserve Account, in an amount equal to any accrued and unpaid Commitment Reduction Feethe Expense Reserve Account Amount; (7) first, 8) to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein), pro rata to (Ai) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (Bii) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, ; (9) pro rata to each applicable party to pay all other unpaid Administrative Expenses, to the extent not previously paid; (8) 10) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the CollateralCollateral or is owed by the Borrower; and (911) (Ai) during unless a Default, to remain in the Interest Collection Account or (B) otherwiseDefault has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the written direction of, the Borrower;Borrower or (ii) if a Default has occurred and is continuing, to remain in the Interest Collection Account as Interest Proceeds.

Interest Collection Account. On each Payment DateDate during the Reinvestment Period, so long as no Default or Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (Ai) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (Bii) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided thatprovided, that the aggregate amount expenses and indemnities payable pursuant to the Collateral Agent and the Securities Intermediary under this Section 2.7(a)(1), Section together with the expenses and indemnities paid to the Collateral Agent and the Securities Intermediary pursuant to Sections 2.7(b)(1) and Section 2.8(12.8(a)(1) shall not exceed $100,000 per annumduring any twelve (12) month period; (2) to the Collateral Manager first (A) Manager, in an amount equal to any accrued and unpaid Collateral Management Fee and then second the sum of (BA) all reasonable and documented Collateral Manager Reimbursable Expenses due and owing to the (B) any accrued and unpaid Senior Collateral ManagerManagement Fee; provided that, during any 12-month rolling periodthe Collateral Manager Reimbursable Expenses payable under this Section 2.7(a)(2), the aggregate amount payable together with Collateral Manager Reimbursable Expenses paid pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(BSections 2.7(b)(2) and Section 2.8(2)(B2.8(a)(2) shall not exceed $100,000 per annum40,000 on any Payment Date (and any Collateral Manager Reimbursable Expenses not paid as a result of such limitation shall be paid on a subsequent Payment Date in accordance with Sections 2.7(a), 2.7(b) and 2.8(a)); (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs Interest and Non-Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing Unfunded Exposure Account in an amount directed by the Collateral Manager (not to such Personexceed the Unfunded Exposure Amount; (5) pro rata to (i) each Lender, in an amount equal to any accrued and unpaid Breakage Costs, and (ii) to the Administrative Agent, any applicable Lender, the Collateral Agent, or the Indemnified Parties (other than the Collateral Manager), as applicable, all Fees and other amounts, including, without limitation, any Increased Costs and all accrued and unpaid costs and expenses (including attorneys’ fees) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender, the Collateral Agent or the Indemnified Parties (other than the Collateral Manager) hereunder or under any other Transaction Documents, but other than the principal of Advances Outstanding under this Agreement; (6) pro rata to each Lender, if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (67) pro rata to each Lenderthe Expense Reserve Account, in an amount equal to any accrued and unpaid Commitment Reduction Feethe Expense Reserve Account Amount; (7) first, 8) to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein), pro rata to (Ai) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (Bii) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; ; (9) to the Collateral Manager, in an amount equal to any accrued and second, unpaid Subordinated Collateral Management Fee; (10) pro rata to each applicable party to pay all other unpaid Administrative Expenses, to the extent not previously paid; (8) 11) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the CollateralCollateral or is owed by the Borrower; and (912) (Ai) during unless a Default, to remain in the Interest Collection Account or (B) otherwiseDefault has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, the Borrower;Borrower or (ii) if a Default has occurred and is continuing, to remain in the Interest Collection Account as Interest Proceeds.

Interest Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay from the applicable Interest Collection Account of the Borrower pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Interest Collection Account of the Borrower to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral AgentAgent and the Securities Intermediary, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal owing to any amounts payable to the Securities Intermediary under the Securities Account Control Agreementsuch Person; provided that, that the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the Collateral Manager first (A) Manager, in an amount equal to any accrued and unpaid Collateral Management Fee and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annumFees; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Interest (including Breakage Costs Costs) and Non-Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5i) during the Reinvestment Period, in the sole discretion of the Collateral Manager, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure Required Amount and (ii) after the end of the Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure Amount; (6) to the Equityholder, to make any applicable Permitted RIC Distribution; (7) if a Borrowing Base Deficiency existsDeficiency, pro rata to the Lenders each Lender, to reduce the Advances Outstanding in an amount necessary to cure such a Borrowing Base Deficiency; (6) 8) pro rata to each Lender, in an amount equal to (A) any accrued and unpaid Commitment Reduction FeeFee plus (B) if such Payment Date is the Termination Date, the Advances Outstanding; (79) first, to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, pro rata to each applicable party to pay all other unpaid Administrative Expensesoutstanding amounts under the Transaction Documents including any amounts not paid under Section 2.7(a)(1) by reason of a cap specified therein; (8) 10) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (911) (A) during if a DefaultDefault has occurred and is continuing, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed toto the Borrower or its designee (or, or at during the direction ofReinvestment Period, in the Borrower;sole discretion of the Collateral Manager, to be deposited in the Principal Collection Account).

Interest Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees Fees, (B) the Custodian, in an amount equal to any accrued and unpaid Custodian Fees, and (BC) the Securities Intermediary, in an amount equal to any amounts amounts, including indemnities, payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee Fee, to the extent not waived in writing by the Collateral Manager, and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (6) pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (7) first, to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees Fees, (B) the Custodian, in an amount equal to any accrued and unpaid Custodian Fees, and (BC) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, pro rata to each applicable party to pay all other unpaid Administrative Expenses; (8) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (9) (A) during a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, the Borrower;

Interest Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager Servicer shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Interest Collection Account of the Borrower and Interest Collections in the Canadian Dollar Account, the Euro Account and the GBP Account of the Borrower to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral Agent, the Collateral Custodian and the Securities Intermediary, on a pari passu basis, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal Collateral Custodian Fees owing to any amounts payable to the Securities Intermediary under the Securities Account Control Agreementsuch Person; provided that, that the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 250,000 per annum; (2) to the Collateral Manager first (A) Servicer, in an amount equal to (i) any accrued and unpaid Collateral Management Servicer Fee (other than any deferred Servicer Fee) and then second (Bii) all documented Collateral Manager Reimbursable Expenses due fees and expenses owing to the Collateral ManagerServicer pursuant to Section 6.7; provided that, during any 12-month rolling period, that the aggregate amount payable pursuant to this Section 2.7(a)(2)(B2.7(a)(2)(ii), Section 2.7(b)(2)(B2.7(b)(2)(ii) and Section 2.8(2)(B2.8(2)(ii) shall not exceed $100,000 per annum, unless waived by the Servicer; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs Interest and Non-Usage Fee; (4) to the Administrative Agent, for distribution pro rata to each Lender, all accrued and unpaid fees, expenses (including reasonable and documented attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Administrative Agent and each Lender, all Administrative Expenses and or any Increased Costs due and owing to such PersonLender under the Transaction Documents; (5) (A) during the Reinvestment Period, in the sole 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 Unfunded Exposure Required Amount and (B) after the end of the Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure Amount; (6) if a Borrowing Base Deficiency existsexists (after giving effect to the payment of Advances on such Payment Date), pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (67) pro rata to each Lender, in an amount equal to (A) any accrued and unpaid Commitment Reduction FeeFee plus (B) if such Payment Date is the Termination Date, the Advances Outstanding; (7) first, to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, 8) pro rata to each applicable party to pay all other unpaid Administrative Expensesoutstanding amounts under the Transaction Documents including any deferred Servicer Fee and any amounts not paid under Section 2.7(a)(1) by reason of a cap specified therein; (8) 9) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (910) (A) during if a DefaultDefault has occurred and is continuing, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed toto the Borrower or its designee, or at including making a distribution to the direction of, the Borrower;Equityholder.

Interest Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month 12‑month rolling period, the aggregate amount payable pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Non‑Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (6) pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (7) first, to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, pro rata to each applicable party to pay all other unpaid Administrative Expenses; (8) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (9) (A) during a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, the Borrower;

Interest Collection Account. On each Payment Date, so long as no Default or Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees, (B) the Custodian, in an amount equal to any accrued and unpaid Custodian Fees and (BC) the Securities Intermediary, in an amount equal to any amounts payable to the each Securities Intermediary under the each Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee Fee, to the extent not waived in writing by the Collateral Manager, and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (6) pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (7) first, to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral AgentExpense Reserve Account, in an amount equal to any accrued and unpaid Collateral Agent Fees and the Expense Reserve Account Amount; (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, 8) pro rata to each applicable party to pay all other unpaid Administrative Expenses;; USActive 57310676.6USActive 60324964.3 (8) 9) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (910) (A) during a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, to or at the direction of, as directed by the Borrower;.

Interest Collection Account. On each Payment DateDate during the Reinvestment Period, so long as no Default or Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent in writing to pay pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (Ai) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (Bii) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, that the aggregate amount expenses and indemnities payable pursuant to the Collateral Agent and the Securities Intermediary under this Section 2.7(a)(1)) and 2.8(a)(1) , Section together with the expenses and indemnities paid to the Collateral Agent and the Securities Intermediary pursuant to Sections 2.7(b)(1) and Section 2.8(12.8(a)(1) and shall not exceed $100,000 per annumduring any calendar year; (2) to the Collateral Manager first (A) Manager, in an amount equal to the sum of (A) all reasonable and documented Collateral Manager Reimbursable Expenses and (B) any accrued and unpaid Collateral Management Fee and then second (B) all documented Fee; provided that, the Collateral Manager Reimbursable Expenses due and owing to the payable under this Section 2.7(a)(2) , together with Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable Manager Reimbursable Expenses paid pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(BSections 2.7(b)(2) and Section 2.8(2)(B2.8(a)(2) shall not exceed $100,000 per annum40,000 on any Payment Date (and any Collateral Manager Reimbursable Expenses not paid as a result of such limitation shall be paid on a subsequent Payment Date in accordance with Sections 2.7(a) , 2.7(b) and 2.8(a) ); (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs Interest and Non-Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing Unfunded Exposure Account in an amount directed by the Collateral Manager (not to such Personexceed the Unfunded Exposure Amount; (5) pro rata to (i) each Lender, in an amount equal to any accrued and unpaid Breakage Costs, and (ii) to the Administrative Agent, any applicable Lender, the Collateral Agent, or the Indemnified Parties (other than the Collateral Manager), as applicable, all Fees and other amounts, including, without limitation, any Increased Costs and all accrued and unpaid costs and expenses (including attorneys’ fees) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender, the Collateral Agent or the Indemnified Parties (other than the Collateral Manager) hereunder or under any other Transaction Documents, but other than the principal of Advances Outstanding under this Agreement; (6) pro rata to each Lender, if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (67) pro rata to each Lenderthe Expense Reserve Account, in an amount equal to any accrued and unpaid Commitment Reduction Feethe Expense Reserve Account Amount; (7) first, 8) to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein, pro rata to (Ai) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (Bii) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, ; (9) pro rata to each applicable party to pay all other unpaid Administrative Expenses, to the extent not previously paid; (8) 10) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the CollateralCollateral or is owed by the Borrower; and (911) (Ai) during unless a Default, to remain in the Interest Collection Account or (B) otherwiseDefault has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the written direction of, the Borrower;Borrower or (ii) if a Default has occurred and is continuing, to remain in the Interest Collection Account as Interest Proceeds.

Interest Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral Agent, the Custodian and the Securities Intermediary, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal Custodian Fees owing to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annumsuch Person; (2) to the Collateral Manager first (A) Manager, in an amount equal to any accrued and unpaid Collateral Management Fee and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annumFee; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs Interest and Non-Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (6) to the Equityholder, to make any applicable Permitted RIC Distribution; (7) pro rata to each Lender, in an amount equal to (A) any accrued and unpaid Commitment Reduction FeeFee plus (B) if such Payment Date is the Termination Date, the Advances Outstanding; (7) first8) so long as no Borrowing Base Deficiency or Event of Default has occurred and is continuing or would result from such payment, to the Borrower, for distribution to the Equityholder, the funds necessary for the Equityholder to satisfy its tax liabilities in respect of U.S. federal taxes, but only to the extent not paid pursuant such tax liabilities are directly attributable to Section 2.7(a)(1) as a result the activities of the limitation set forth thereinBorrower (and any of its subsidiaries) in each case, pro rata to (A) as determined by the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and Manager; (B9) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, pro rata to each applicable party to pay all other unpaid Administrative Expenses; (8) to outstanding amounts under the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the CollateralTransaction Documents; and (910) (A) during a Default, to remain in the Interest Collection Account or (B) otherwiseso long as no Default has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, to the Borrower;.

Interest Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral Agent, the Custodian and the Securities Intermediary, in an amount equal to any accrued and unpaid Collateral Agent Fees and Custodian Fees owing to such Persons and (B) the Collateral Agent, the Custodian and the Securities Intermediary, Intermediary in an amount equal to any accrued and unpaid Collateral Agent Expenses and Custodian Expenses owing to such Persons; provided that amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(12.7(a)(1)(B), Section 2.7(b)(12.7(b)(1)(B) and Section 2.8(12.8(1)(B) shall not exceed $100,000 per annum; (2) to the Collateral Manager first (A) Manager, in an amount equal to any accrued and unpaid Collateral Management Fee and then second all reasonable expenses (Bexcluding overhead) all documented incurred by the Collateral Manager Reimbursable Expenses due and owing to in connection with the Collateral Managerperformance of its duties hereunder; provided thatprovided, during any 12-month rolling periodhowever, the aggregate amount payable pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and Section 2.8(2)(B) such expenses shall not exceed $100,000 per annum50,000 in any calendar year; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs Interest and Non-Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (6) pro rata to each Lender, in an amount equal to (A) any accrued and unpaid Commitment Reduction Fee, if any, plus (B) if such Payment Date is the Termination Date or the Facility Scheduled Maturity Date, the Advances Outstanding; (7) first, to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein, pro rata rata, to (A) the Collateral Agent, the Custodian and the Securities Intermediary, in an amount equal to any accrued and unpaid Collateral Agent Fees and Custodian Fees owing to such Persons and (B) the Collateral Agent, the Custodian and the Securities Intermediary, Intermediary in an amount equal to any amounts payable accrued and unpaid Collateral Agent Expenses and Custodian Expenses owing to such Persons to the Securities Intermediary under extent not paid pursuant to Section 2.7(a)(1) as a result of the Securities Account Control Agreement; limitation set forth therein, and second, pro rata rata, to each other applicable party Person to pay all other unpaid Administrative Expensesoutstanding amounts under the Transaction Documents, by reason of a cap specified therein; (8) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; (9) to the Borrower, an amount necessary to make any BDC Tax Distributions, deemed necessary or desirable by the Borrower as of such Payment Date, which such funds shall be deemed released from the Lien of the Collateral Agent hereunder; and (910) (A) during a Default, to remain in the Interest Collection Account or (B) otherwiseso long as no Event of Default has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, to the Borrower;.

Interest Collection Account. On each Payment DateDate during the Reinvestment Period, so long as no Default or Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent in writing to pay pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (Ai) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (Bii) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided thatprovided, that the aggregate amount expenses and indemnities payable pursuant to the Collateral Agent and the Securities Intermediary under this Section 2.7(a)(1) and 2.8(a)(1), Section together with the expenses and indemnities paid to the Collateral Agent and the Securities Intermediary pursuant to Sections 2.7(b)(1) and Section 2.8(12.8(a)(1) and shall not exceed $100,000 per annumduring any calendar year; (2) to the Collateral Manager first (A) Manager, in an amount equal to the sum of (A) all reasonable and documented Collateral Manager Reimbursable Expenses and (B) any accrued and unpaid Collateral Management Fee and then second (B) all documented Fee; provided that, the Collateral Manager Reimbursable Expenses due and owing to the payable under this Section 2.7(a)(2), together with Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable Manager Reimbursable Expenses paid pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(BSections 2.7(b)(2) and Section 2.8(2)(B2.8(a)(2) shall not exceed $100,000 per annum40,000 on any Payment Date (and any Collateral Manager Reimbursable Expenses not paid as a result of such limitation shall be paid on a subsequent Payment Date in accordance with Sections 2.7(a), 2.7(b) and 2.8(a)); (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs Interest and Non-Usage Non‑Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing Unfunded Exposure Account in an amount directed by the Collateral Manager (not to such Personexceed the Unfunded Exposure Amount; (5) pro rata to (i) each Lender, in an amount equal to any accrued and unpaid Breakage Costs, and (ii) to the Administrative Agent, any applicable Lender, the Collateral Agent, or the Indemnified Parties (other than the Collateral Manager), as applicable, all Fees and other amounts, including, without limitation, any Increased Costs and all accrued and unpaid costs and expenses (including attorneys’ fees) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender, the Collateral Agent or the Indemnified Parties (other than the Collateral Manager) hereunder or under any other Transaction Documents, but other than the principal of Advances Outstanding under this Agreement; (6) pro rata to each Lender, if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (67) pro rata to each Lenderthe Expense Reserve Account, in an amount equal to any accrued and unpaid Commitment Reduction Feethe Expense Reserve Account Amount; (7) first, 8) to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein), pro rata to (Ai) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (Bii) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, ; (9) pro rata to each applicable party to pay all other unpaid Administrative Expenses, to the extent not previously paid; (8) 10) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the CollateralCollateral or is owed by the Borrower; and (911) (Ai) during unless a Default, to remain in the Interest Collection Account or (B) otherwiseDefault has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the written direction of, the Borrower;Borrower or (ii) if a Default has occurred and is continuing, to remain in the Interest Collection Account as Interest Proceeds.

Interest Collection Account. On each Payment Date, so long as no Default or Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees, (B) the Custodian, in an amount equal to any accrued and unpaid Custodian Fees and (BC) the Securities Intermediary, in an amount equal to any amounts payable to the each Securities Intermediary under the each Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee Fee, to the extent not waived in writing by the Collateral Manager, and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month 12‑month rolling period, the aggregate amount payable pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Non‑Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (6) pro rata [reserved]; (7) to each Lenderthe Expense Reserve Account, in an amount equal to any accrued and unpaid Commitment Reduction Feethe Expense Reserve Account Amount; (7) first, to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, 8) pro rata to each applicable party to pay all other unpaid Administrative Expenses; (8) 9) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (910) (A) during a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, to or at the direction of, as directed by the Borrower;.

Interest Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (6) pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (7) first, to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, pro rata to each applicable party to pay all other unpaid Administrative Expenses; (8) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (9) (A) during a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, the Borrower;

Interest Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees Fees, (B) the Custodian, in an amount equal to any accrued and unpaid Custodian Fees, and (BC) the Securities Intermediary, in an amount equal to any amounts amounts, including indemnities, payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee Fee, to the extent not waived in writing by the Collateral Manager, and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to this Section 2.7(a)(2)(B), Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Fee; (4) pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) if a Borrowing Base Deficiency exists, pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency; (6) pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (7) first, to the extent not paid pursuant to Section 2.7(a)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees Fees, (B) the Custodian, in an amount equal to any accrued and unpaid Custodian Fees, and (BC) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; and second, pro rata to each applicable party to pay all other unpaid Administrative Expenses; (8) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (9) (A) during a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, the Borrower;