Common use of Interest Collections Clause in Contracts

Interest Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: 1. to the Borrower (or, at the Borrower’s election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower, not to exceed $15,000 in the aggregate during any calendar year; 2. first, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral permitted hereunder, not to exceed $50,000 in the aggregate during any calendar year, and second, to the Collateral Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; 3. [reserved];

Interest Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager Borrower shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1. ) to the Borrower (or, at the Borrower’s election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower; provided that amounts payable with respect to Taxes, not registration and filing fees pursuant to exceed $15,000 this clause (1) during any one year shall not, individually or in the aggregate during any calendar aggregate, exceed 4.00% of the Borrower’s taxable income for such year; (2. ) first, to the Collateral Custodian, the Collateral Administrator and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees, and second, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral permitted hereunderCollateral, not to exceed $50,000 75,000 in the aggregate during any calendar year; (3) to pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate per calendar year and, during the Revolving Period, to the payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year; (4) [reserved]; [FS Investment] Loan and Security Agreement (5) to the Collateral Manager, first, to pay any accrued and unpaid Senior Collateral Manager Fees, and, second, to pay all documented fees and expenses of the Collateral Custodian Manager (including reasonable attorney’s fees, costs and expenses), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed $75,000; (6) to the Securities Intermediary, pro rataAdministrative Agent, in an amount equal to any accrued and unpaid Collateral Custodian Feesfees, expenses and indemnities set forth in the Transaction Documents; 3. (7) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Minimum Usage Fees (such Minimum Usage Fees to be allocated based on the unused Commitment of each Lender), (c) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (cd) any accrued and unpaid Breakage Costs; (8) [reserved]; (9) if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay Advances, in an amount necessary to reduce the Borrowing Base Deficiency to zero; (10) to the Collateral Manager to pay out-of-pocket costs and expenses of the Collateral Manager not paid pursuant to clause (2) above; (11) to Administrative Agent, to be distributed to the affected Lenders, any amounts accrued and unpaid in respect of Increased Costs and Taxes; (12) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders, as applicable; (13) (a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; [FS Investment] Loan and Security Agreement (14) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Collateral Administrator, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; (15) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; (16) during the Revolving Period, to be distributed at the discretion of the Collateral Manager (i) to the Principal Collection Account to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement, (ii) to repaying the Advances Outstanding or (iii) to reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder; and (17) any remaining amounts shall be distributed (i) if a Default has occurred and is continuing, to the Interest Collection Account, or (ii) otherwise, to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.

Interest Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1. ) to the Borrower (or, at the Borrower’s election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower, not to exceed $15,000 in the aggregate during any calendar year; (2. ) first, to the Collateral Custodian, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees, and second, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral permitted hereunder, amounts payable pursuant to this clause second not to exceed $50,000 75,000 in the aggregate during any calendar year; (3) [reserved]; (4) (x) initially, to CIM Real Estate Finance Trust, Inc., and second(y) after the resignation or removal of CIM Real Estate Finance Trust, Inc. (or any other Affiliate of any Loan Party) as the Collateral Manager, to the Collateral Custodian Manager (including, for the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Senior Collateral Manager Fees, or the Securities IntermediaryReplacement Collateral Manager Fees, pro rataas applicable; (5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities of the Administrative Agent set forth in the Transaction Documents; (6) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, and (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender); (7) to the Administrative Agent, to be distributed pro rata to each Lender, in an amount equal to any prepayment premium then due and payable pursuant to the terms of the Fee Letter; (8) if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay Advances, in an amount necessary to reduce the Borrowing Base Deficiency to zero; (9) to the Collateral Manager to pay out-of-pocket costs and expenses of the Collateral Manager not paid pursuant to clause (2) above; (10) to the Administrative Agent, to be distributed to the affected Lenders, any amounts accrued and unpaid in respect of Increased Costs and Taxes; (11) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders, as applicable; (a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (13) first, to the Collateral Custodian or the Secured Parties, and second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender or the Indemnified Parties, as applicable, all other amounts then due and owing, including any unpaid Administrative Expenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, and indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; 3. [reserved](14) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; (15) to be distributed at the discretion of the Collateral Manager (i) during the Revolving Period, to the Principal Collection Account to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement, (ii) to repay the Advances Outstanding or (iii) to reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder; and (16) any remaining amounts shall be distributed (i) if a Default has occurred and is continuing, to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.

Interest Collections. On each Payment Date, so So long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian Facility Servicer, on behalf of the related Payment Date Report) to pay Borrower, shall (as directed pursuant to the latest first paragraph of this Section 2.08) instruct the Account Bank to transfer Interest Collections held by the Account Bank in the Collection Account in accordance with the Payment Date Report for such Payment Date, and shall instruct the Administrative Agent to distribute such funds on such Payment Date, to the following Persons in the following amounts, calculated as of the most recent Determination Date, in the following order and priority: (i) first, to the Administrative Agent for the ratable distribution (A) first, to the Administrative Agent and the Collateral Custodian shall make ratably in payment from in full of all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Interest Collection Account Fee Letters or pursuant to Schedule VII and (B) thereafter, to the extent of Available FundsFacility Servicer in payment in full for all accrued fees, in reliance on expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the information set forth in such Payment Date ReportFacility Servicing Fee Letter; (ii) to the following Personssecond, the following amounts in the following order of priority: 1. to the Borrower (or, at the Borrower’s election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect for payment of Taxes (but excluding all Taxes imposed on net income)Taxes, registration and filing fees and operating expenses then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower, Borrower in an amount not to exceed $15,000 exceed, individually or in the aggregate during aggregate, $60,000 in any calendar yearyear (it being agreed that the Borrower may deposit such funds in an operating deposit account maintained for the purpose of paying such Taxes, registration and filing fees and operating expenses in accordance with Section 5.02(b)); 2. (iii) third, (A) first, to the Collateral ManagerAdministrative Agent for the ratable distribution to each Lender, in an amount equal to all reasonable pay such Lender’s Pro Rata Share of accrued and necessary out-of-pocket costs unpaid interest owing to such Lender under this Agreement and expenses of the Collateral Manager incurred in connection with any sale of Collateral permitted hereunder, not to exceed $50,000 in the aggregate during any calendar year, and (B) second, to the Collateral Custodian Administrative Agent for the ratable distribution to each Secured Party to pay any other Obligations (other than the Advances Outstanding) that are then due and payable to such Secured Parties under this Agreement and other Transaction Documents; (iv) fourth, to Holdings to make any Permitted REIT Distributions; (v) fifth, if a Market Trigger Event has occurred and is continuing at such time, then to the Securities Intermediary, pro rata, Administrative Agent for the ratable distribution to each Lender to repay such Lender’s Pro Rata Share of the Advances Outstanding in an aggregate amount equal (A) with respect to any accrued a Market Trigger Event specified in clause (a) of the definition thereof, such that such Market Trigger Event is no longer deemed to be continuing after giving pro forma effect to such repayments and unpaid Collateral Custodian Fees;(B) with respect to a Market Trigger Event specified in clause (b) of the definition thereof, until the Advances Outstanding are repaid in full; and 3. [reserved];(vi) sixth, if no Market Trigger Event has occurred and is continuing at such time (or is no longer deemed to be continuing after giving effect to the repayments under clause (a)(v) above, to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment).

Interest Collections. On each Payment Date, so long The Administrative Agent (in consultation with the Facility Servicer and on behalf of the Borrower) shall (as no Event of Default has occurred and is continuing, directed pursuant to this Section 2.08(a)) instruct the Collateral Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt Account Bank to transfer Interest Collections held by the Collateral Custodian of Account Bank in the related Collection Account, in accordance with the Payment Date Report) to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, Persons in the following amounts amounts, calculated as of the most recent Determination Date, in the following order of and priority, with respect to Interest Collections: 1. (i) first, to the Borrower (or, at the Borrower’s election for payment of Borrower Taxes and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees operating expenses then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower, not to exceed $15,000 in the aggregate during any calendar year; 2. first, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral permitted hereunder, not to exceed $50,000 in the aggregate during any calendar year, and (ii) second, to itself for the ratable distribution to the Administrative Agent, the Collateral Custodian and the Securities Intermediary, pro rataAccount Bank, in an amount equal payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters; (iii) third, to the Initial Lender and Facility Servicer for payment in full for all accrued fees, expenses and indemnities due and payable to such party hereunder or under any other Transaction Document and under the Fee Letters, including but not limited to, the Unused Commitment Fees; (iv) fourth, to each Lender, to pay such Lender’s Pro Rata Share of accrued and unpaid Collateral Custodian Fees;interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period); and 3. [reserved];(v) fifth, if no LTV Trigger Event or Event of Default has occurred and is continuing or would result after giving effect to the payment under this clause (v), to the Borrower or as the Borrower may direct (including to make a Restricted Junior Payment permitted hereunder) less the amount of the Borrower’s Cash included in the Borrowing Base and necessary so that no LTV Trigger Event would occur after giving effect to any Restricted Junior Payment of such amount.

Interest Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager Borrower shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: 1. i. to the Borrower (or, at the Borrower’s election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower; provided that amounts payable with respect to Taxes, not registration and filing fees pursuant to exceed $15,000 this clause (1) during any one year shall not, individually or in the aggregate during any calendar aggregate, exceed 4.00% of the Borrower’s taxable income for such year; 2. first, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral permitted hereunder, not to exceed $50,000 in the aggregate during any calendar year, and second, to the Collateral Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; 3. [reserved];

Interest Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1. ) to the Borrower (or, at the Borrower’s election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower, not to exceed $15,000 4,000 in the aggregate during any calendar year; (2. ) (A) first, to the Collateral Custodian, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to (i) any accrued and unpaid Collateral Custodian Fees and (ii) Administrative Expenses, (B) second, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral permitted hereunder, not to exceed $50,000 100,000 in the aggregate during any calendar year and (C) third, to any other Person entitled to Administrative Expenses, in an amount equal to such Administrative Expenses; (3) to pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $100,000 in the aggregate per calendar year and, during the Revolving Period, to the payment of any hedge breakage or termination costs owed by the Borrower not to exceed $100,000 in the aggregate per calendar year; (4) [reserved]; (5) (x) initially, to First Eagle Alternative Credit, LLC, and second(y) after the resignation or removal of First Eagle Alternative Credit, LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Collateral Custodian Manager (including, for the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Collateral Manager Fees, or the Securities IntermediaryReplacement Collateral Manager Fees, pro rataas applicable; (6) to the Administrative Agent, in an amount equal to any accrued and unpaid Collateral Custodian Feesfees, expenses and indemnities set forth in the Transaction Documents; 3. [reserved](7) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (8) if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay Advances, in an amount necessary to reduce the Borrowing Base Deficiency to zero; (a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period End Date, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) to the Collateral Manager to pay out-of-pocket costs and expenses of the Collateral Manager not paid pursuant to clause (2) above; (11) to the Administrative Agent, to be distributed to the affected Lenders, any amounts accrued and unpaid in respect of Increased Costs and Taxes; (12) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders, as applicable; (13) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; (14) during the Revolving Period, to be distributed at the discretion of the Collateral Manager (i) to the Principal Collection Account to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement, (ii) to repay the Advances Outstanding or (iii) to reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder; and (15) any remaining amounts shall be distributed to (i) if a Default has occurred and is continuing, to the Interest Collection Account or (ii) otherwise, to the Borrower (which may be released to the Fund, at the direction of the Borrower).

Interest Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1. ) to the Borrower (or, at the Borrower’s election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower, not to exceed $15,000 in the aggregate during any calendar year; (2. ) first, to the Collateral Custodian, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees, and second, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral permitted hereunder, amounts payable pursuant to this clause second not to exceed $50,000 75,000 in the aggregate during any calendar year; (3) [reserved]; (4) (x) initially, to CIM Real Estate Finance Trust, Inc., and second(y) after the resignation or removal of CIM Real Estate Finance Trust, Inc. (or any other Affiliate of any Loan Party) as the Collateral Manager, to the Collateral Custodian Manager (including, for the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Senior Collateral Manager Fees, or the Securities IntermediaryReplacement Collateral Manager Fees, pro rataas applicable; (5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities of the Administrative Agent set forth in the Transaction Documents; (6) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, and (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender); (7) to the Administrative Agent, to be distributed pro rata to each Lender, in an amount equal to any prepayment premium then due and payable pursuant to the terms of the Fee Letter; (8) if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay Advances, in an amount necessary to reduce the Borrowing Base Deficiency to zero; (9) the Collateral Manager to pay out-of-pocket costs and expenses of the Collateral Manager not paid pursuant to clause (2) above; (10) to the Administrative Agent, to be distributed to the affected Lenders, any amounts accrued and unpaid in respect of Increased Costs and Taxes; (11) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders, as applicable; (a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (13) first, to the Collateral Custodian or the Secured Parties, and second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender or the Indemnified Parties, as applicable, all other amounts then due and owing, including any unpaid Administrative Expenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, and indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; 3. [reserved](14) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; (15) to be distributed at the discretion of the Collateral Manager (i) during the Revolving Period, to the Principal Collection Account to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement, (ii) to repay the Advances Outstanding or (iii) to reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder; and (16) any remaining amounts shall be distributed (i) if a Default has occurred and is continuing, to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.

Interest Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager Borrower shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1. ) to the Borrower (or, at the Borrower’s election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower; provided that amounts payable with respect to Taxes, not registration and filing fees pursuant to exceed $15,000 this clause (1) during any one year shall not, individually or in the aggregate during any calendar aggregate, exceed 4.00% of the Borrower’s taxable income for such year; (2. ) first, to the Collateral Custodian, the Collateral Administrator and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees, and second, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral permitted hereunderCollateral, not to exceed $50,000 75,000 in the aggregate during any calendar year; (3) to pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate per calendar year and, during the Revolving Period, to the payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year; (4) [reserved]; [FS Investment] Loan and Security Agreement (5) to the Collateral Manager, first, to pay any accrued and unpaid Senior Collateral Manager Fees, and, second, to pay all documented fees and expenses of the Collateral Custodian Manager (including reasonable attorney’s fees, costs and expenses), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed $75,000; (6) to the Securities Intermediary, pro rataAdministrative Agent, in an amount equal to any accrued and unpaid Collateral Custodian Feesfees, expenses and indemnities set forth in the Transaction Documents; 3. (7) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (8) [reserved]; (9) if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay Advances, in an amount necessary to reduce the Borrowing Base Deficiency to zero; (10) to the Collateral Manager to pay out-of-pocket costs and expenses of the Collateral Manager not paid pursuant to clause (2) above; (11) to Administrative Agent, to be distributed to the affected Lenders, any amounts accrued and unpaid in respect of Increased Costs and Taxes; (12) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders, as applicable; (13) (a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (14) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Collateral Administrator, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; [FS Investment] Loan and Security Agreement (15) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; (16) during the Revolving Period, to be distributed at the discretion of the Collateral Manager (i) to the Principal Collection Account to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement, (ii) to repaying the Advances Outstanding or (iii) to reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder; and (17) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.

Interest Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1. ) to the Borrower (or, at the Borrower’s election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower, not to exceed $15,000 in the aggregate during any calendar year; (2. ) first, to the Collateral Custodian, the Collateral Administrator and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; and second, to the Collateral Manager, in an amount equal to all reasonable reasonable, documented and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral permitted hereunderunder the Loan Agreement, not to exceed $50,000 67,500 in the aggregate during any calendar year; (3) [reserved]; (4) (x) initially, to Willow Tree Corporation, and second(y) after the resignation or removal of Willow Tree Corporation (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Collateral Custodian Manager (including, for the avoidance of doubt, the Replacement Collateral Manager, if applicable), first, to pay any accrued and unpaid Senior Collateral Manager Fees, or the Replacement Collateral Manager Fees, as applicable and, second, to pay all documented fees and expenses of the Collateral Manager (including, without limitation, reasonable attorney’s fees, costs and expenses), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed $100,000; provided, however, the Replacement Collateral Manager shall be entitled to receive payment or reimbursement for such greater amount as agreed between the Replacement Collateral Manager, the Administrative Agent (it being agreed that the Administrative Agent will only agree to such greater amount if it determines that such amount is commercially reasonable) and the Securities IntermediaryBorrower (it being understood [Willow Tree BDC] Amended and Restated Loan, pro rataSecurity and Collateral Management Agreement #506694681 that, notwithstanding anything herein to the contrary, the Replacement Collateral Manager shall not be required to exercise any right or take any action hereunder or under any other Transaction Document unless the payment of such fees and expenses in a timely manner are reasonably assured to it); (5) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities of the Administrative Agent set forth in the Transaction Documents; (6) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender), and (c) any accrued and unpaid Breakage Costs; (7) to make a RIC Tax Distribution to the Transferor; (8) first, to the Swingline Lender to repay any outstanding Swingline Advances and second, if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay Advances, in an amount necessary to reduce the Borrowing Base Deficiency to zero; (9) to the Collateral Manager to pay out-of-pocket costs and expenses of the Collateral Manager not paid pursuant to clause (2) or (4) above; (10) to the Administrative Agent, to be distributed to the affected Lenders, any amounts accrued and unpaid in respect of Increased Costs and Indemnified Taxes; (11) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders not paid pursuant to clause (6) above, as applicable; (a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (13) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Collateral Administrator, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including any unpaid [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 Administrative Expenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Indemnified Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement, including, without limitation, any other Obligations; 3. (14) [reserved]; (15) to be distributed at the discretion of the Collateral Manager (i) during the Revolving Period, to the Principal Collection Account to be used (on such Payment Date or maintained in the Principal Collection Account for such use) with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement, (ii) to repay the Advances Outstanding or (iii) to reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder; provided that any Available Funds in the Interest Collection Account not distributed or maintained pursuant to this clause (15) shall, on such Payment Date, be distributed in accordance with the remainder of this Section 2.7(a); and (16) any remaining amounts shall be distributed (i) if a Default (about which notice has been given to the Borrower or the Borrower otherwise has knowledge thereof) has occurred and is continuing, to the Interest Collection Account, or (ii) otherwise, to the Operating Account or as otherwise directed by the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.