Common use of Interest Collections Clause in Contracts

Interest Collections. On each Quarterly 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 Quarterly Payment Date Report) to pay pursuant to the latest Quarterly Payment Date Report (and the Collateral Custodian shall make payments from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Quarterly Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower in respect of Taxes (but excluding all Taxes imposed on net income of the direct and indirect equityholders of the Fund), registration and filing fees then due and owing by the Borrower or its direct and indirect equity holders, in an amount not to exceed $15,000 in the aggregate during any calendar year; (2) first, to the Collateral Custodian, the Document Agent and the Securities Intermediary, pro rata, on account of (a) any accrued and unpaid Collateral Custodian Fees and Document Agent Fees and (b) Administrative Expenses not to exceed $100,000 in the aggregate during any calendar year, 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 the activities of the Borrower, not to exceed $150,000 in the aggregate during any calendar year; (3) (x) initially, to Xxxxxxx Street Middle Market Lending Fund LLC, and (y) after the resignation or removal of Xxxxxxx Street Middle Market Lending Fund LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Collateral 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 Replacement Collateral Manager Fees, as applicable; (4) 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; (5) 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 Loan Advances made by such Xxxxxx, (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; (6) 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 hereof; (7) to the Collateral Manager as a Permitted RIC Distribution; (8) if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay the Advances Outstanding, 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, the Document Agent or the Securities Intermediary, and second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including any unpaid Administrative Expenses, Collateral Custodian Fees or Document Agent 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, including, without limitation, any other Obligations; (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 behalf of the Borrower 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 to make Restricted Payments or for any other purpose permitted under this Agreement.

Interest Collections. On each Quarterly 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 Quarterly Payment Date Report) to pay pursuant to the latest Quarterly Payment Date Report (and the Collateral Custodian shall make payments payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Quarterly 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 of the direct and indirect equityholders of the Fundincome), 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, in an amount 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 Document Agent Collateral Administrator and the Securities Intermediary, pro rata, on account of (a) in an amount equal to any accrued and unpaid Collateral Custodian Fees and Document Agent Fees and (b) Administrative Expenses not to exceed $100,000 in the aggregate during any calendar yearFees, 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 the activities any sale of the BorrowerCollateral, not to exceed $150,000 75,000 in the aggregate during any calendar year; (3) (x) initiallyto pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to Xxxxxxx Street Middle Market Lending Fund LLCexceed $75,000 in the aggregate per calendar year and, and (y) after during the resignation or removal of Xxxxxxx Street Middle Market Lending Fund LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunderRevolving Period, to the Collateral Manager payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year; (including, for 4) [reserved]; (5) to the avoidance of doubt, the Replacement Collateral Manager, if applicable)first, to pay any accrued and unpaid Senior Collateral Manager Fees, or and, second, to pay all documented fees and expenses of the Replacement Collateral Manager Fees(including reasonable attorney’s fees, as applicablecosts 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; (46) 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; (57) 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 Loan Advances made by such Xxxxxx, Lxxxxx and (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; (6) 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 hereof; (7) to the Collateral Manager as a Permitted RIC Distribution); (8) to make a RIC Tax Distribution to the Transferor; (9) if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay the Advances OutstandingAdvances, in an amount necessary to reduce the Borrowing Base Deficiency to zero; (910) to the Collateral Manager to pay out-of-pocket costs and expenses of the Collateral Manager not paid pursuant to clause (2) above; (1011) to the Administrative Agent, to be distributed to the affected Lenders, any amounts accrued and unpaid in respect of Increased Costs and Taxes; (1112) 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; (1314) first, to the Collateral Custodian, the Document Agent or the Securities Intermediary, and second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Collateral Administrator, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts then due and owing, including any unpaid Administrative Expenses, Expenses or Collateral Custodian Fees or Document Agent 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, including, without limitation, any other Obligations; (1415) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; (1516) during the Revolving Period, 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 of the Borrower pursuant to this Agreement, to the extent not otherwise reimbursed hereunder; and (1617) 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 under this Agreementhereunder.

Interest Collections. On each Quarterly 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 Quarterly Payment Date Report) to pay pursuant to the latest Quarterly Payment Date Report (and the Collateral Custodian shall make payments from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Quarterly Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower in respect of Taxes (but excluding all Taxes imposed on net income of the direct and indirect equityholders of the Fund), registration and filing fees then due and owing by the Borrower or its direct and indirect equity holders, in an amount not to exceed $15,000 in the aggregate during any calendar year; (2) first, to the Collateral Custodian, the Document Agent and the Securities Intermediary, pro rata, on account of (a) any accrued and unpaid Collateral Custodian Fees and Document Agent Fees and (b) Administrative Expenses not to exceed $100,000 in the aggregate during any calendar year, 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 the activities of the Borrower, not to exceed $150,000 in the aggregate during any calendar year; (3) (x) initially, to Xxxxxxx Street Middle Market Lending Fund LLC, and (y) after the resignation or removal of Xxxxxxx Street Middle Market Lending Fund LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Collateral 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 Replacement Collateral Manager Fees, as applicable; (4) 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; (5) 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 Loan Advances made by such Xxxxxx, (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; (6) 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 hereof; (7) to the Collateral Manager as a Permitted RIC Distribution; (8) if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay the Advances Outstanding, 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, the Document Agent or the Securities Intermediary, and second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including any unpaid Administrative Expenses, Collateral Custodian Fees or Document Agent 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, including, without limitation, any other Obligations; (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 AgreementAgreement or, (ii) to repay the Advances Outstanding or (iii) to reimburse the Collateral Manager for any unreimbursed applicable Person, the amounts paid by the Collateral Manager on behalf of the Borrower payable pursuant to this Agreementclauses (3), (5) and (6) below, in sequential order of priority; USActive 58384645.1158384645.12 (3) to the extent not otherwise reimbursed hereunderpaid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Date, (1) prior to the one (1) year anniversary of Revolving Period End Date, 80% of the remaining amounts to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances Outstanding until all Loan Advances are paid in full and 20% of the remaining amounts to be distributed to the Borrower and (2) otherwise, 100% of the remaining amounts to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances Outstanding until paid in full; (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (166) any remaining amounts shall be distributed (i) if a Default has occurred and is continuing, to the Interest InterestPrincipal Collection Account, or (ii) otherwise, to the Borrower to make Restricted Payments or for any other purpose permitted under this Agreement.

Interest Collections. On each Quarterly 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 Quarterly Payment Date Report) to pay pursuant to the latest Quarterly Payment Date Report (and the Collateral Custodian shall make payments from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Quarterly Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower in respect of Taxes (but excluding all Taxes imposed on net income of the direct and indirect equityholders of the Fund), registration and filing fees then due and owing by the Borrower or its direct and indirect equity holders, in an amount not to exceed $15,000 in the aggregate during any calendar year; (2) first, to the Collateral Custodian, the Document Agent and the Securities Intermediary, pro rata, on account of (a) any accrued and unpaid Collateral Custodian Fees and Document Agent Fees and (b) Administrative Expenses not to exceed $100,000 in the aggregate during any calendar year, 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 the activities of the Borrower, not to exceed $150,000 in the aggregate during any calendar year; (3) (x) initially, to Xxxxxxx Street Middle Market Lending Fund LLC, and (y) after the resignation or removal of Xxxxxxx Street Middle Market Lending Fund LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Collateral 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 Replacement Collateral Manager Fees, as applicable; (4) 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; (5) 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 Loan Advances made by such Xxxxxx, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender (other than any Defaulting Lender)) and (c) any accrued and unpaid Breakage Costs; (6) 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 hereof; (7) to the Collateral Manager as a Permitted RIC Distribution; (8) if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay the Advances Outstanding, 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, the Document Agent or the Securities Intermediary, and second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including any unpaid Administrative Expenses, or Collateral Custodian Fees or Document Agent 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, including, without limitation, any other Obligations; (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 (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 behalf of the Borrower 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 Borrower to make Restricted Payments or for any other purpose permitted under this Agreement.

Interest Collections. On each Quarterly 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 Quarterly Payment Date Report) to pay pursuant to the latest Quarterly Payment Date Report (and the Collateral Custodian shall make payments payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Quarterly 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 of the direct and indirect equityholders of the Fundincome), 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, in an amount 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 Document Agent Collateral Administrator and the Securities Intermediary, pro rata, on account of (a) in an amount equal to any accrued and unpaid Collateral Custodian Fees and Document Agent Fees and (b) Administrative Expenses not to exceed $100,000 in the aggregate during any calendar yearFees, 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 the activities any sale of the BorrowerCollateral, not to exceed $150,000 75,000 in the aggregate during any calendar year; (3) (x) initiallyto pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to Xxxxxxx Street Middle Market Lending Fund LLCexceed $75,000 in the aggregate per calendar year and, and (y) after during the resignation or removal of Xxxxxxx Street Middle Market Lending Fund LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunderRevolving Period, to the Collateral Manager payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year; (including, for 4) [reserved]; (5) to the avoidance of doubt, the Replacement Collateral Manager, if applicable)first, to pay any accrued and unpaid Senior Collateral Manager Fees, or and, second, to pay all documented fees and expenses of the Replacement Collateral Manager Fees(including reasonable attorney’s fees, as applicablecosts 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; (46) 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; (57) 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 Loan Advances made by such Xxxxxx, Lxxxxx and (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; (6) 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 hereof; (7) to the Collateral Manager as a Permitted RIC Distribution); (8) to make a RIC Tax Distribution to the Transferor; (9) if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay the Advances OutstandingAdvances, in an amount necessary to reduce the Borrowing Base Deficiency to zero; (910) to the Collateral Manager to pay out-of-pocket costs and expenses of the Collateral Manager not paid pursuant to clause (2) above; (1011) to the Administrative Agent, to be distributed to the affected Lenders, any amounts accrued and unpaid in respect of Increased Costs and Taxes; (1112) 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; (1314) first, to the Collateral Custodian, the Document Agent or the Securities Intermediary, and second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Collateral Administrator, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts then due and owing, including any unpaid Administrative Expenses, Expenses or Collateral Custodian Fees or Document Agent 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, including, without limitation, any other Obligations; (1415) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; (1516) during the Revolving Period, 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 of the Borrower 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 (16) shall, on such Payment Date, be distributed in accordance with the remainder of this Section 2.7(a); and (1617) 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 or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted under this Agreementhereunder.

Interest Collections. On each Quarterly 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 Administrative Agent, on behalf of the related Quarterly Payment Date Report) to pay Facility Servicer and the Borrower, shall (as directed pursuant to the latest Quarterly first paragraph of this Section 2.08) instruct the Account Bank to transfer Interest Collections (with respect to all Term Loan Series) held by the Account Bank in the Collection Account in accordance with the Payment Date Report (for such Payment Date, and the Collateral Custodian shall make payments from the Interest Collection Account to the extent of Available Fundsdistribute such funds, in reliance on the information set forth in such Quarterly 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: (1i) first, to the Administrative Agent for ratable distribution to the Administrative Agent, the Collateral Custodian and the Facility Servicer (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Person) in payment 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 Fee Letters; (ii) second, to the Borrower in respect for payment of Taxes (but excluding all Taxes imposed on net income of the direct and indirect equityholders of the Fund)taxes, registration and filing fees and operating expenses then due and owing by the Borrower or its direct and indirect equity holders, Loan Parties that are attributable solely to the operations of the Loan Parties in an aggregate amount not to exceed (A) $15,000 25,000 in the aggregate during any calendar quarter and (B) $100,000 in any calendar year; (2iii) firstthird, to the Collateral Custodian, Administrative Agent for the Document Agent and the Securities Intermediary, pro rata, on account of (a) any accrued and unpaid Collateral Custodian Fees and Document Agent Fees and (b) Administrative Expenses not to exceed $100,000 in the aggregate during any calendar year, and second, ratable distribution 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 the activities of the Borrower, not to exceed $150,000 in the aggregate during any calendar year; Lenders (3) (x) initially, to Xxxxxxx Street Middle Market Lending Fund LLC, and (y) after the resignation or removal of Xxxxxxx Street Middle Market Lending Fund LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Collateral Manager (including, for the avoidance of doubt, the Replacement Collateral Manageror, if applicable)directed by the Administrative Agent, to pay any accrued and unpaid Senior Collateral Manager Fees, or the Replacement Collateral Manager Fees, as applicable; (4) such ratable amount directly to the Administrative Agent, applicable Person) in an amount equal to any payment in full for all accrued and unpaid fees, expenses and indemnities of due and payable to such party hereunder or under any other Transaction Document and under the Administrative Agent set forth in the Transaction DocumentsFee Letters; (5iv) fourth, to the Administrative Agent to be distributed pro rata for distribution to each LenderLender (or, in an amount equal to (a) any accrued and unpaid Interest with respect to Loan Advances made if directed by such Xxxxxx, (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; (6) to the Administrative Agent, to be distributed pro rata to each Lender, in an pay any such ratable amount equal to any Prepayment Premium then due and payable pursuant directly to the terms hereofapplicable Person) to pay such Lender’s Pro Rata Share (for all outstanding Term Loan Series) of accrued and unpaid interest owing to such Lender under this Agreement (including any such accrued and unpaid interest or fees from a prior period); (7v) to the Collateral Manager as a Permitted RIC Distribution; (8) if a Borrowing Base Deficiency existsfifth, to the Administrative Agent to be distributed pro rata for distribution to each Lender to repay the Advances OutstandingSecured Party (or, 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 if directed by the Administrative Agent, to be distributed pay any such ratable amount directly to the affected Lenders, any amounts accrued and unpaid in respect of Increased Costs and Taxes; (11applicable Person) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all any other Administrative Expenses of the Administrative Agent and the Lenders, as applicable; Obligations (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, the Document Agent or the Securities Intermediary, and second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including any unpaid Administrative Expenses, Collateral Custodian Fees or Document Agent Fees, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, and indemnities, but other than the principal of the Advances Outstanding, ) that are then due under this Agreement, including, without limitation, any other Obligationsand owing to such Secured Party; (14vi) to the Collateral Managersixth, 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 behalf of the Borrower pursuant to this Agreement, to the extent not otherwise reimbursed hereunder; and (16) any remaining amounts shall be distributed (i) if a Default Market Trigger Event has occurred and is continuing, to the Interest Collection AccountAdministrative Agent for distribution to each Lender (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Person) to repay such Lender’s Pro Rata Share (for each applicable Term Loan Series) of the Advances Outstanding for all outstanding Term Loan Series (pro rata across such outstanding Term Loan Series based on Advances Outstanding for such Term Loan Series) up to the excess available after giving effect to clauses (a)(i) through (a)(v), inclusive, above, until (A) with respect to a Market Trigger Event specified in clause (a) of the definition thereof, either (1) the Advances Outstanding are repaid to an amount where Portfolio LTV, when recalculated with such amount of Advances Outstanding, is equal to 85% or (ii2) otherwisesuch Advances Outstanding are repaid in full or (B) with respect to a Market Trigger Event specified in clauses (b) or (c) of the definition thereof, such Advances Outstanding are repaid in full; and (vii) seventh, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (a)(i) through (a)(vi) above, and (B) after giving effect to any such payments under this clause (a)(vii) the balance on deposit in the Collection Account is greater than any minimum balance requirement then applicable under the Account Control Agreement, which as of the date hereof is $1,000, to the Borrower to make or as the Borrower may direct (including as a Restricted Payments or for any other purpose permitted under this AgreementJunior Payment).