Common use of Interest Priority of Payments Clause in Contracts

Interest Priority of Payments. On each Payment Date (unless an Event of Default has occurred and is then continuing) the Collateral Agent shall disburse amounts transferred to the Payment Account pursuant to Section 6.3(a) constituting Interest Proceeds (as set forth on the Valuation Report for such Payment Date) for application in accordance with the following priorities (the “Interest Priority of Payments”): (1) to the payment of taxes of the Borrower, if any, and any governmental fee, including all filing, registration and annual return fees payable by them (in each case, excluding any Specified Payment Amounts for such Payment Date); (2) to the payment of accrued and unpaid Administrative Expenses constituting fees of the Bank Parties and the Collateral Custodian under the Transaction Documents and reimbursement of expenses (including indemnity payments) of the Bank Parties pursuant to the terms of the Transaction Documents; provided that total payments pursuant to this subclause (2) shall not exceed, on any Payment Date, an amount equal to (x) $250,000 per annum (prorated for the related Due Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) plus (y) 0.02% per annum (prorated for the related Due Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) multiplied by the sum of, without duplication, (i) the Aggregate Principal Amount of the Collateral Portfolio, (ii) the aggregate amount of funds on deposit in the Principal Collection Account constituting Principal Proceeds and (iii) the aggregate amount of funds on deposit in the Future Funding Reserve Account, in each case, measured as of the beginning of the Due Period preceding such Payment Date; (3) to pay the Fixed Amount to the Equity Holder and any Successor Management Fees to any Successor Services Provider; provided that (x) the aggregate amounts payable under this clause (3) on any Payment Date and under clause (1) of the Principal Priority of Payments with respect thereto shall not exceed U.S.$750,000; and (y) no Fixed Amount or Successor Management Fee will be payable under this clause (3) on any Payment Date to the extent that remaining amounts available to be applied under clauses (4) through (11) below will be insufficient to cover such amounts in full; (4) to the payment (in the order set forth in the definition of Administrative Expenses), of (a) first, remaining accrued and unpaid Administrative Expenses (other than indemnity payments) of the Borrower including other amounts payable by the Borrower to the Services Provider under the Corporate Services Agreements (excluding any Fixed Amounts or Successor Management Fees), and to the Bank Parties constituting Administrative Expenses (including indemnity payments) not paid pursuant to subclause (2) above, and (b) second, remaining accrued and unpaid Administrative Expenses of the Borrower constituting indemnity payments; provided that such payments pursuant to this subclause (4) shall not exceed an amount equal on any Payment Date (when taken together with any Administrative Expenses (other than those paid and applied to the cap amount specified in clause (2) above) paid during the period since the preceding Payment Date or, in the case of the First Payment Date, the Closing Date) to the Administrative Expense Cap for such Payment Date; (5) to the payment of any accrued and unpaid interest, Minimum Spread Payments, Make-Whole Amounts (if any) and other amounts due and payable on the Loans (in each case other than principal of the Loans), ratably to the Lenders based on the amounts thereof then due and owing hereunder; (6) if a Clean-Up Call Event or a Cash Trap Event has occurred and is continuing, to the outstanding principal of the Loans and the other Obligations until the Obligations are repaid in full; (7) [reserved]; (8) if a Borrowing Base Deficiency or a WAPG Deficiency exists on such Payment Date, the amount necessary (without duplication) to cure the Borrowing Base Deficiency and/or the WAPG Deficiency, as applicable (x) during the Reinvestment Period, (i) to the Principal Collection Account (for application on subsequent dates) or (ii) to Acquire Cure Collateral Obligations; and (y) during the Amortization Period, to the outstanding principal of the Loans and the other Obligations until the Borrowing Base Deficiency and/or WAPG Deficiency, as applicable, is cured or the Obligations are paid in full; (9) to fund the Future Funding Reserve Account in an amount not to exceed the amount necessary to cause all amounts in the Future Funding Reserve Account to equal the Aggregate Exposure Amount; (10) [Reserved]; (11) to the payment, first, pari passu, of any accrued and unpaid fees and expenses of the Bank Parties; second, in the order set forth in the definition of Administrative Expenses, of any accrued and unpaid Administrative Expenses of the Borrower (including, for the avoidance of doubt, (a) indemnities and amounts payable by the Borrower to the Bank Parties and (b) indemnities and amounts payable by the Borrower to the Services Provider under the Corporate Services Agreements (other than any Fixed Amount or Successor Management Fee)), in each case to the extent not paid pursuant to subclauses (2), (3) and (4) above; third, to a deposit to the Expense Reserve Account until the amount on deposit therein is equal to the Expense Reserve Amount; and fourth, any loan origination and structuring fees payable by the Borrower to the Fund; (12) to pay the Fixed Amount to the Equity Holder and any Successor Management Fees to any Successor Services Provider, in each case to the extent not paid in full under clause (3) above; (13) to the payment of the Specified Payment Amounts (if any) for such Payment Date; and (14) the balance of Interest Proceeds to the Borrower for distribution to the Equity Holder as a dividend payment thereon or as a final distribution in redemption thereof, as applicable or, if the Services Provider so directs, to be treated as Designated Principal Proceeds hereunder.

Interest Priority of Payments. On each Payment Date (unless an Event of Default has occurred and is then continuing) the Collateral Agent shall disburse amounts transferred to the Payment Account pursuant to Section 6.3(a) constituting Date, Interest Proceeds (shall be applied as set forth on the Valuation Report for such Payment Date) for application in accordance with the following priorities follows (the “Interest Priority of Payments”): (1) to the payment of taxes of the Borrower, if any, and any governmental fee, including all filing, registration and annual return fees payable by them (in each case, excluding any Specified Payment Amounts for such Payment Date)the Borrower; (2) to the payment of accrued and unpaid Administrative Expenses constituting (x) fees of the Bank Parties and the Collateral Custodian under the Transaction Documents and reimbursement of expenses (including indemnity payments) of the Bank Parties pursuant to the terms of this Agreement and the other Transaction DocumentsDocuments and (y) fees and reimbursement of expenses (including indemnity payments) of the Collateral Administrator under the Collateral Administration Agreement; provided that total payments pursuant to this subclause (2) shall not exceed, on any Payment Date other than the First Payment Date, an amount equal to (x) $250,000 per annum (prorated for a percentage of the related Aggregate Principal Amount of the Collateral Portfolio equal to an annual rate of 0.02 %, measured as of the beginning of the Due Period on preceding such Payment Date; and, with respect to the basis First Payment Date, 0.005 % (not annualized) of the actual number of days in the current calendar year and the actual number of days elapsed) plus (y) 0.02% per annum (prorated for the related Due Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) multiplied by the sum of, without duplication, (i) the Aggregate Principal Amount of the Collateral Portfolio, (ii) the aggregate amount of funds on deposit in the Principal Collection Account constituting Principal Proceeds and (iii) the aggregate amount of funds on deposit in the Future Funding Reserve Account, in each case, measured as of the beginning of the Due Period preceding such Payment Date; (3) to pay the Fixed Amount to the Equity Holder and any Successor Management Fees to any Successor Services Provider; provided that (x) the aggregate amounts payable under this clause (3) on any Payment Date and under clause (1) of the Principal Priority of Payments with respect thereto shall not exceed U.S.$750,000; and (y) no Fixed Amount or Successor Management Fee will be payable under this clause (3) on any Payment Date to the extent that remaining amounts available to be applied under clauses (4) through (11) below will be insufficient to cover such amounts in full; (4) to the payment (in the order set forth in the definition of Administrative Expenses), of (a) first, remaining accrued and unpaid Administrative Expenses (other than indemnity payments) of the Borrower including other amounts payable by the Borrower to the Services Provider Investment Manager under the Corporate Services Agreements Investment Management Agreement (excluding any Fixed Amounts or Successor Investment Management FeesFee), and to the Bank Parties and the Collateral Administrator constituting Administrative Expenses (including other than indemnity payments) not paid pursuant to subclause (2) above, and (b) second, remaining accrued and unpaid Administrative Expenses of the Borrower constituting indemnity payments; provided that such payments pursuant to this subclause (43) shall not exceed an amount equal on any Payment Date (when taken together with any Administrative Expenses (other than those paid and applied to the cap amount specified in clause (2) above) paid during the period since the preceding Payment Date or, in the case of the First Payment Date, the Closing Date) to the Administrative Expense Cap for such Payment Date$325,000 per annum; (54) to the payment of any of, pro rata, based on amounts due, accrued and unpaid interest, Minimum Spread Payments, Make-Whole Amounts (if any) and other amounts due and payable on the Loans (in each case other than principal of the Loans), ratably to the Lenders based on the amounts thereof then due and owing hereunder; (6) if a Clean-Up Call Event or a Cash Trap Event has occurred and is continuing, to the outstanding principal of the Loans and the other Obligations until the Obligations are repaid in full; (7) [reserved]; (8) if a Borrowing Base Deficiency or a WAPG Deficiency exists on such Payment Date, the amount necessary (without duplication) to cure the Borrowing Base Deficiency and/or the WAPG Deficiency, as applicable (x) during the Reinvestment Period, (i) to the Principal Collection Account (for application on subsequent dates) or (ii) to Acquire Cure Collateral Obligations; and (y) during the Amortization Period, to the outstanding principal of the Loans and the other Obligations until the Borrowing Base Deficiency and/or WAPG Deficiency, as applicable, is cured or the Obligations are paid in full; (9) to fund the Future Funding Reserve Account in an amount not to exceed the amount necessary to cause all amounts in the Future Funding Reserve Account to equal the Aggregate Exposure Amount; (10) [Reserved]; (115) to the payment, first, pari passu, of any accrued and unpaid fees and expenses of the Collateral Administrator and the Bank Parties; second, in the order set forth in the definition of Administrative Expenses, of any accrued and unpaid Administrative Expenses of the Borrower (including, for the avoidance of doubtdoubt and without limitation, (a) indemnities and amounts payable by the Borrower to the Bank Parties and the Collateral Administrator and (b) indemnities and amounts payable by the Borrower to the Services Provider Investment Manager under the Corporate Services Agreements Investment Management Agreement (other than any Fixed Amount or Successor Investment Management Fee)), in each case to the extent not paid pursuant to subclauses (2), (3) and (4) above; third, to a deposit to the Expense Reserve Account until the amount on deposit therein is equal to the Expense Reserve Amount; and fourth, any loan origination and structuring fees payable by the Borrower to the Fund; (12) to pay the Fixed Amount to the Equity Holder and any Successor Management Fees to any Successor Services Provider, in each case to the extent not paid in full under clause (3) above; (136) to the payment to the Investment Manager of, first, the current Investment Management Fee in accordance with the terms of the Specified Payment Amounts (if any) for such Payment DateInvestment Management Agreement and, then, any accrued and previously unpaid Investment Management Fee; and (147) the balance of Interest Proceeds to the Borrower for distribution to the Equity Holder Owner as a dividend payment thereon or as a final distribution in redemption thereof, as applicable or, if the Services Provider so directs, to be treated as Designated Principal Proceeds hereunderapplicable.

Interest Priority of Payments. On each Payment Date (unless an Event of Default has occurred and is then continuing) the Collateral Agent shall disburse amounts transferred to the Payment Account pursuant to Section 6.3(a) constituting ), Interest Proceeds (shall be applied as set forth on the Valuation Report for such Payment Date) for application in accordance with the following priorities follows (the “Interest Priority of Payments”): (1) to the payment of taxes of the Borrower, if any, and any governmental fee, including all filing, registration and annual return fees payable by them (in each case, excluding any Specified Payment Amounts for such Payment Date)the Borrower; (2) to the payment of accrued and unpaid Administrative Expenses constituting (x) fees of the Bank Parties and the Collateral Custodian under the Transaction Documents and reimbursement of expenses (including indemnity payments) of the Bank Parties pursuant to the terms of this Agreement and the other Transaction DocumentsDocuments and (y) fees and reimbursement of expenses (including indemnity payments) of the Collateral Administrator under the Collateral Administration Agreement; provided that total payments pursuant to this subclause (2) shall not exceed, on any Payment Date other than the First Payment Date, an amount equal to (x) $250,000 per annum (prorated for a percentage of the related Aggregate Principal Amount of the Collateral Portfolio equal to an annual rate of 0.02%, measured as of the beginning of the Due Period on preceding such Payment Date; and, with respect to the basis First Payment Date, 0.005% (not annualized) of the actual number of days in the current calendar year and the actual number of days elapsed) plus (y) 0.02% per annum (prorated for the related Due Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) multiplied by the sum of, without duplication, (i) the Aggregate Principal Amount of the Collateral Portfolio, (ii) the aggregate amount of funds on deposit in the Principal Collection Account constituting Principal Proceeds and (iii) the aggregate amount of funds on deposit in the Future Funding Reserve Account, in each case, measured as of the beginning of the Due Period preceding such Payment Date; (3) to pay the Fixed Amount to the Equity Holder and any Successor Management Fees to any Successor Services Provider; provided that (x) the aggregate amounts payable under this clause (3) on any Payment Date and under clause (1) of the Principal Priority of Payments with respect thereto shall not exceed U.S.$750,000; and (y) no Fixed Amount or Successor Management Fee will be payable under this clause (3) on any Payment Date to the extent that remaining amounts available to be applied under clauses (4) through (11) below will be insufficient to cover such amounts in full; (4) to the payment (in the order set forth in the definition of Administrative Expenses), of (a) first, remaining accrued and unpaid Administrative Expenses (other than indemnity payments) of the Borrower including other amounts payable by the Borrower to the Services Provider Investment Manager under the Corporate Services Agreements Investment Management Agreement (excluding any Fixed Amounts or Successor Investment Management FeesFee), and to the Bank Parties and the Collateral Administrator constituting Administrative Expenses (including other than indemnity payments) not paid pursuant to subclause (2) above, and (b) second, remaining accrued and unpaid Administrative Expenses of the Borrower constituting indemnity payments; provided that such payments pursuant to this subclause (43) shall not exceed an amount equal on any Payment Date (when taken together with any Administrative Expenses (other than those paid and applied to the cap amount specified in clause (2) above) paid during the period since the preceding Payment Date or, in the case of the First Payment Date, the Closing Date) to the Administrative Expense Cap for such Payment Date$325,000 per annum; (54) to the payment of any of, pro rata, based on amounts due, accrued and unpaid interest, Minimum Spread Payments, Make-Whole Ancillary Amounts (if any) ), Agent Fees and other amounts due and payable on the Loans (in each case other than principal of the Loans), ratably to the Lenders based on the amounts thereof then due and owing hereunder; (65) if a Clean-Up Call Event or a Cash Trap Event has occurred Borrowing Base Deficiency exists on such Payment Date, an amount equal to the Borrowing Base Deficiency (x) during the Reinvestment Period, to the Borrowing Base Principal Collection Account (for application on subsequent dates); and is continuing(y) after the Reinvestment Period, to the outstanding principal of the Loans and the other Obligations until the Obligations are repaid in full; (7) [reserved]; (8) if a Borrowing Base Deficiency or a WAPG Deficiency exists on such Payment Date, the amount necessary (without duplication) to cure the Borrowing Base Deficiency and/or the WAPG Deficiency, as applicable (x) during the Reinvestment Period, (i) to the Principal Collection Account (for application on subsequent dates) or (ii) to Acquire Cure Collateral Obligations; and (y) during the Amortization Period, to the outstanding principal of the Loans and the other Obligations until the Borrowing Base Deficiency and/or WAPG Deficiency, as applicable, is cured or the Obligations are paid in full; (9) to fund the Future Funding Reserve Account in an amount not to exceed the amount necessary to cause all amounts in the Future Funding Reserve Account to equal the Aggregate Exposure Amount; (10) [Reserved]; (116) to the payment, first, pari passu, of any accrued and unpaid fees and expenses of the Collateral Administrator and the Bank Parties; second, in the order set forth in the definition of Administrative Expenses, of any accrued and unpaid Administrative Expenses of the Borrower (including, for the avoidance of doubtdoubt and without limitation, (a) indemnities and amounts payable by the Borrower to the Bank Parties and the Collateral Administrator and (b) indemnities and amounts payable by the Borrower to the Services Provider Investment Manager under the Corporate Services Agreements Investment Management Agreement (other than any Fixed Amount or Successor Investment Management Fee)), in each case to the extent not paid pursuant to subclauses (2), (3) and (4) above; third, to a deposit to the Expense Reserve Account until the amount on deposit therein is equal to the Expense Reserve Amount; and fourth, any loan origination and structuring fees payable by the Borrower to the Fund; (12) to pay the Fixed Amount to the Equity Holder and any Successor Management Fees to any Successor Services Provider, in each case to the extent not paid in full under clause (3) above; (137) to the payment to the Investment Manager of, first, the current Investment Management Fee in accordance with the terms of the Specified Payment Amounts Investment Management Agreement and, then, any accrued and previously unpaid Investment Management Fee; (if any) 8) after the Reinvestment Period, to the Borrowing Base Principal Collection Account (for such Payment Dateapplication on subsequent dates); and (149) the balance of Interest Proceeds to the Borrower for distribution to the Equity Holder Owner as a dividend payment thereon or as a final distribution in redemption thereof, as applicable or, if the Services Provider so directs, to be treated as Designated Principal Proceeds hereunderapplicable.

Interest Priority of Payments. On each Payment Date (unless an Event of Default has occurred and is then continuing) the Collateral Agent shall disburse amounts transferred to the Payment Account pursuant to Section Sections 6.3(a) constituting Interest Proceeds (as set forth on the Valuation Report for such Payment Date) for application (in the currencies in which such payments are denominated) in accordance with the following priorities (the “Interest Priority of Payments”): (1) to the payment of taxes of the Borrowerany Borrower Entity, if any, and any governmental fee, including all filing, registration and annual return fees payable by them (in each case, excluding any Specified Payment Amounts for such Payment Date); (2) to the payment of accrued and unpaid Administrative Expenses constituting fees of the Bank Parties and the Collateral Custodian under the Transaction Documents and reimbursement of expenses (including indemnity payments) of the Bank Parties pursuant to the terms of the Transaction Documents; provided that total payments pursuant to this subclause (2) shall not exceed, on any Payment Date, an amount equal to (x) $250,000 per annum (prorated for the related Due Period on the basis a percentage of the actual number of days in the current calendar year and the actual number of days elapsed) plus (y) 0.02% per annum (prorated for the related Due Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) multiplied by the sum of, without duplication, (i) the Aggregate Principal Amount of the Collateral Portfolio, (ii) the aggregate amount Portfolio equal to an annual rate of funds on deposit in the Principal Collection Account constituting Principal Proceeds and (iii) the aggregate amount of funds on deposit in the Future Funding Reserve Account, in each case0.025% per annum, measured as of the beginning of the Due Period preceding such Payment Date; (3) to pay the Fixed Amount to the Equity Holder and any Successor Management Fees to any Successor Services Provider; provided that (x) the aggregate amounts payable under this clause (3) on any Payment Date and under clause (1) of the Principal Priority of Payments with respect thereto shall not exceed U.S.$750,000; and (y) no Fixed Amount or Successor Management Fee will be payable under this clause (3) on any Payment Date to the extent that remaining amounts available to be applied under clauses (4) through (11) below will be insufficient to cover such amounts in full; (4) to the payment (in the order set forth in the definition of Administrative Expenses), of (a) first, remaining accrued and unpaid Administrative Expenses (other than indemnity payments) of the Borrower Entities including other amounts payable by the Borrower Entities to the Services Provider Investment Manager under the Corporate Services Agreements Investment Management Agreement (excluding any Fixed Amounts or Successor Management Fees), and to the Bank Parties constituting Administrative Expenses (including indemnity payments) not paid pursuant to subclause (2) above, and (b) second, remaining accrued and unpaid Administrative Expenses of the Borrower Entities constituting indemnity payments; provided that such payments pursuant to this subclause (43) shall not exceed an amount equal on any Payment Date (when taken together with any Administrative Expenses (other than those paid and applied to the cap amount specified in clause (2) above) paid during the period since the preceding Payment Date or, in the case of the First Payment Date, the Closing Initial Credit Date) to the Administrative Expense Cap for such Payment Date; (54) to pay any Successor Management Fees to any Successor Investment Manager; (a) first, to the payment of any Hedge Advance Amounts and interest thereon; and second (b) pari passu, to the payment of accrued and unpaid interest, Commitment Fees, Minimum Spread Payments, Make-Whole Amounts (if any) and other amounts due and payable on the Loans (in each case other than principal of the Loans), ratably ) and to the Lenders based on payment of any amounts due to any Counterparty under any Hedge Agreement other than amounts due as a result of the amounts thereof then due and owing hereundertermination (or partial termination) of such Hedge Agreement; (6) so long as no Default, Event of Default, Collateral Deficit or Borrowing Base Deficiency shall have occurred and then be continuing or would result or increase therefrom, to deposit funds in the Hedge Borrower Collateral Accounts to the extent then required under the terms of the Hedge Agreements; (7) to the extent (if any) that the aggregate outstanding principal amount of the Loans exceeds the Borrowing Base, to the repayment of principal of the Loans; (8) if a Clean-Up Call Event or a Cash Trap Event has occurred and is continuing, pari passu to the outstanding principal of the Loans and the other Obligations until the Obligations are repaid in full; (7) [reserved]; (8) if a Borrowing Base Deficiency or a WAPG Deficiency exists on such Payment Date, the amount necessary (without duplication) to cure the Borrowing Base Deficiency and/or the WAPG Deficiency, as applicable (x) during the Reinvestment Period, (i) full and to the Principal Collection Account payment of any amounts due to any Counterparty under any Hedge Agreement pursuant to an early termination (for application on subsequent datesor partial termination) or (iiin each case other than pursuant to a Junior Priority Termination Event) to Acquire Cure Collateral Obligations; and (y) during the Amortization Period, to the outstanding principal of the Loans and the other Obligations until the Borrowing Base Deficiency and/or WAPG Deficiency, as applicable, is cured or the Obligations are paid in fullsuch Hedge Agreement; (9) if a Collateral Deficit exists, to fund the Future Funding Reserve Margin Account in an amount not to exceed the amount necessary to cause all amounts in the Future Funding Reserve Account to equal the Aggregate Exposure Amountuntil such Collateral Deficit has been cured; (10) [Reserved]to the payment of any amounts due to any Counterparty under any Hedge Agreement pursuant to an early termination (or partial termination) (in each case other than pursuant to a Junior Priority Termination Event) of such Hedge Agreement; (11) to the payment, first, pari passu, of any accrued and unpaid fees and expenses of the Bank Parties; second, in the order set forth in the definition of Administrative Expenses, of any accrued and unpaid Administrative Expenses of the Borrower Entities (including, for the avoidance of doubt, (a) indemnities and amounts payable by the Borrower Entities to the Bank Parties and (b) indemnities and amounts payable by the Borrower Entities to the Services Provider Investment Manager under the Corporate Services Agreements Investment Management Agreement (other than any Fixed Amount or Successor Management Fee)), in each case to the extent not paid pursuant to subclauses (2), (3) and (4) above; and third, to a deposit to the Expense Reserve Account until the amount on deposit therein is equal to the Expense Reserve Amount; and fourth, any loan origination and structuring fees payable by the Borrower to the Fund; (12) to pay the Fixed Amount first, to the Equity Holder and payment of any Successor Management Fees amounts due to any Successor Services ProviderCounterparty under any Hedge Agreement not otherwise paid pursuant to subclause (5), (8) or (10) above; and second to deposit funds in each case the Hedge Borrower Collateral Accounts to the extent required under the terms of the Hedge Agreements and not paid in full under clause otherwise deposited pursuant to subclause (36) above; (13) to the payment of the Specified Payment Amounts (if any) for such Payment Date; and (14) the balance of Interest Proceeds to the Borrower for distribution to the Equity Holder as a dividend payment thereon or as a final distribution in redemption thereof, as applicable or, if the Services Provider Investment Manager so directs, to be treated as Designated Principal Proceeds hereunder.

Interest Priority of Payments. On each Payment Date (unless an Event of Default has occurred and is then continuing) the Collateral Agent shall disburse amounts transferred to the Payment Account pursuant to Section Sections 6.3(a) constituting Interest Proceeds (as set forth on the Valuation Monthly Report for such Payment Date) for application in accordance with the following priorities (the “Interest Priority of Payments”): (1) to the payment of taxes of the Borrowerany Borrower Entity, if any, and any governmental fee, including all filing, registration and annual return fees payable by them (in each case, excluding any Specified Payment Amounts for such Payment Date); (2) to the payment of accrued and unpaid Administrative Expenses constituting fees of the Bank Parties and the Collateral Custodian under the Transaction Documents and reimbursement of expenses (including indemnity payments) of the Bank Parties pursuant to the terms of the Transaction Documents; provided that total payments pursuant to this subclause (2) shall not exceed, on any Payment Date, an amount equal to (x) $250,000 per annum (prorated the Administrative Expense Cap for the related Due Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) plus (y) 0.02% per annum (prorated for the related Due Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) multiplied by the sum of, without duplication, (i) the Aggregate Principal Amount of the Collateral Portfolio, (ii) the aggregate amount of funds on deposit in the Principal Collection Account constituting Principal Proceeds and (iii) the aggregate amount of funds on deposit in the Future Funding Reserve Account, in each case, measured as of the beginning of the Due Period preceding such Payment Date; (3) to pay the Fixed Amount Investment Management Fees to the Equity Holder Investment Manager and any Successor Management Fees to any Successor Services ProviderInvestment Manager; provided that (x) the aggregate amounts payable under this clause (3) on any Payment Date and under clause (1) of the Principal Priority of Payments with respect thereto shall not exceed U.S.$750,000USD ___,000; and (y) no Fixed Amount Investment Management Fee or Successor Management Fee will be payable under this clause (3) on any Payment Date to the extent that remaining amounts available to be applied under clauses (4) through (119) below will be insufficient to cover such amounts in full; (4) to the payment (in the order set forth in the definition of Administrative Expenses), of (a) first, remaining accrued and unpaid Administrative Expenses (other than indemnity payments) of the Borrower including other amounts payable by the Borrower to the Services Provider Investment Manager under the Corporate Services Agreements Investment Management Agreement (excluding any Fixed Amounts Investment Management Fees or Successor Management Fees), and to the Bank Parties constituting Administrative Expenses (including indemnity payments) not paid pursuant to subclause (2) above, and (b) second, remaining accrued and unpaid Administrative Expenses of the Borrower constituting indemnity payments; provided that such payments pursuant to this subclause (4) shall not exceed an amount equal on any Payment Date (when taken together with any Administrative Expenses (other than those paid and applied to the cap amount specified in clause (2) above) paid during the period since the preceding Payment Date or, in the case of the First Payment Date, the Closing Initial Credit Date) to the Administrative Expense Cap for such Payment Date; (5) to the payment of any accrued and unpaid interest, Minimum Spread Payments, Make-Whole Ancillary Amounts (if any) and other amounts due and payable on the Loans (in each case other than principal of the Loans), ratably to the Lenders based on the amounts thereof then due and owing hereunder; (6) if a Clean-Up Call Event or a Cash Trap Event has occurred and is continuing, to the outstanding principal of the Loans and the other Obligations until the Obligations are repaid in full; (7) [reserved]for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount; (8) if a Borrowing Base Deficiency or a WAPG Deficiency exists on such Payment Date, the amount necessary (without duplication) to cure the Borrowing Base Deficiency and/or the WAPG Deficiency, as applicable (x) during the Reinvestment Period, (i) to the Principal Collection Account (for application on subsequent dates) or (ii) to Acquire Cure Collateral Obligations; and (y) during the Amortization PeriodDeficit exists, to the outstanding principal of the Loans and the other Obligations Margin Account until the Borrowing Base Deficiency and/or WAPG Deficiency, as applicable, is cured or the Obligations are paid in fullsuch Collateral Deficit has been cured; (9) to fund the Future Funding Reserve Account in an amount not to exceed Equity Holder as a Permitted RIC Distribution as directed by the amount necessary to cause all amounts in the Future Funding Reserve Account to equal the Aggregate Exposure AmountInvestment Manager; (10) [Reserved]; (11) to the payment, payment (a) first, pari passu, of any accrued and unpaid fees and expenses of the Bank Parties; and (b) second, in the order set forth in the definition of Administrative Expenses, of any accrued and unpaid Administrative Expenses of the Borrower (including, for the avoidance of doubt, (ax) indemnities and amounts payable by the Borrower to the Bank Parties and (by) indemnities and amounts payable by the Borrower to the Services Provider Investment Manager under the Corporate Services Agreements Investment Management Agreement (other than any Fixed Amount Investment Management Fee or Successor Management Fee)), in each case to the extent not paid pursuant to subclauses (2), (3) and (4) above; third, to a deposit to the Expense Reserve Account until the amount on deposit therein is equal to the Expense Reserve Amount; and fourth, any loan origination and structuring fees payable by the Borrower to the Fund; (1211) to pay the Fixed Amount Investment Management Fees to the Equity Holder Investment Manager and any Successor Management Fees to any Successor Services ProviderInvestment Manager, in each case to the extent not paid in full under clause (3) above; (1312) to the payment of the Specified Payment Amounts (if any) for such Payment Date; and (1413) the balance of Interest Proceeds Proceeds, upon the direction of the Investment Manager (a) with notice to the Administrative Agent, to the Borrower for distribution as payment to the as an Equity Distribution to the Equity Holder as a dividend payment thereon or as a final distribution in redemption thereof, as applicable or, if the Services Provider so directs, (b) to be treated as Designated Principal Proceeds hereunder.

Interest Priority of Payments. On each Payment Date (unless an Event of Default has occurred and is then continuing) the Collateral Agent shall disburse amounts transferred to the Payment Account pursuant to Section Sections 6.3(a) constituting Interest Proceeds (as set forth on the Valuation Monthly Report for such Payment Date) for application in accordance with the following priorities (the “Interest Priority of Payments”): (1) to the payment of taxes of the Borrowerany Borrower Entity, if any, and any governmental fee, including all filing, registration and annual return fees payable by them (in each case, excluding any Specified Payment Amounts for such Payment Date); (2) to the payment of accrued and unpaid Administrative Expenses constituting fees of the Bank Parties and the Collateral Custodian under the Transaction Documents and reimbursement of expenses (including indemnity payments) of the Bank Parties pursuant to the terms of the Transaction Documents; provided that total payments pursuant to this subclause (2) shall not exceed, on any Payment Date, an amount equal to (x) $250,000 per annum (prorated the Administrative Expense Cap for the related Due Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) plus (y) 0.02% per annum (prorated for the related Due Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) multiplied by the sum of, without duplication, (i) the Aggregate Principal Amount of the Collateral Portfolio, (ii) the aggregate amount of funds on deposit in the Principal Collection Account constituting Principal Proceeds and (iii) the aggregate amount of funds on deposit in the Future Funding Reserve Account, in each case, measured as of the beginning of the Due Period preceding such Payment Date; (3) to pay the Fixed Amount Investment Management Fees to the Equity Holder Investment Manager and any Successor Management Fees to any Successor Services ProviderInvestment Manager; provided that (x) the aggregate amounts payable under this clause (3) on any Payment Date and under clause (1) of the Principal Priority of Payments with respect thereto shall not exceed U.S.$750,000USD 500,000; and (y) no Fixed Amount Investment Management Fee or Successor Management Fee will be payable under this clause (3) on any Payment Date to the extent that remaining amounts available to be applied under clauses (4) through (119) below will be insufficient to cover such amounts in full; (4) to the payment (in the order set forth in the definition of Administrative Expenses), of (a) first, remaining accrued and unpaid Administrative Expenses (other than indemnity payments) of the Borrower including other amounts payable by the Borrower to the Services Provider Investment Manager under the Corporate Services Agreements Investment Management Agreement (excluding any Fixed Amounts Investment Management Fees or Successor Management Fees), and to the Bank Parties constituting Administrative Expenses (including indemnity payments) not paid pursuant to subclause (2) above, and (b) second, remaining accrued and unpaid Administrative Expenses of the Borrower constituting indemnity payments; provided that such payments pursuant to this subclause (4) shall not exceed an amount equal on any Payment Date (when taken together with any Administrative Expenses (other than those paid and applied to the cap amount specified in clause (2) above) paid during the period since the preceding Payment Date or, in the case of the First Payment Date, the Closing Initial Credit Date) to the Administrative Expense Cap for such Payment Date; (5) to the payment of any accrued and unpaid interestinterest (pro rata, Minimum Spread Paymentsbased on amounts due), Make-Whole Ancillary Amounts (if anypro rata, based on each Lender’s Pro Rata Share) and other amounts due and payable on the Loans (in each case other than principal of the Loans)) (pro rata, ratably to the Lenders based on the amounts thereof then due and owing hereunderdue); (6) if a Clean-Up Call Event or a Cash Trap Event has occurred and is continuing, to the outstanding principal of the Loans (pro rata, based on Loan Amount outstanding) and then the other Obligations (pro rata, based on amounts due) until the Obligations are repaid in full; (7) [reserved]for deposit into the Unfunded Reserve Account until the amount on deposit therein equals the Unfunded Reserve Required Amount; (8) if a Borrowing Base Deficiency or a WAPG Deficiency exists on such Payment Date, the amount necessary (without duplication) to cure the Borrowing Base Deficiency and/or the WAPG Deficiency, as applicable (x) during the Reinvestment Period, (i) to the Principal Collection Account (for application on subsequent dates) or (ii) to Acquire Cure Collateral Obligations; and (y) during the Amortization PeriodDeficit exists, to the outstanding principal of the Loans and the other Obligations Margin Account until the Borrowing Base Deficiency and/or WAPG Deficiency, as applicable, is cured or the Obligations are paid in fullsuch Collateral Deficit has been cured; (9) to fund the Future Funding Reserve Account in an amount not to exceed Equity Holder as a Permitted RIC Distribution as directed by the amount necessary to cause all amounts in the Future Funding Reserve Account to equal the Aggregate Exposure AmountInvestment Manager; (10) [Reserved]; (11) to the payment, payment (a) first, pari passu, of any accrued and unpaid fees and expenses of the Bank Parties; and (b) second, in the order set forth in the definition of Administrative Expenses, of any accrued and unpaid Administrative Expenses of the Borrower (including, for the avoidance of doubt, (ax) indemnities and amounts payable by the Borrower to the Bank Parties and (by) indemnities and amounts payable by the Borrower to the Services Provider Investment Manager under the Corporate Services Agreements Investment Management Agreement (other than any Fixed Amount Investment Management Fee or Successor Management Fee)), in each case to the extent not paid pursuant to subclauses (2), (3) and (4) above; third, to a deposit to the Expense Reserve Account until the amount on deposit therein is equal to the Expense Reserve Amount; and fourth, any loan origination and structuring fees payable by the Borrower to the Fund; (1211) to pay the Fixed Amount Investment Management Fees to the Equity Holder Investment Manager and any Successor Management Fees to any Successor Services ProviderInvestment Manager, in each case to the extent not paid in full under clause (3) above; (1312) to the payment of the Specified Payment Amounts (if any) for such Payment Date; and (1413) the balance of Interest Proceeds Proceeds, upon the direction of the Investment Manager (a) with notice to the Administrative Agent, to the Borrower for distribution as payment to the as an Equity Distribution to the Equity Holder as a dividend payment thereon or as a final distribution in redemption thereof, as applicable or, if the Services Provider so directs, (b) to be treated as Designated Principal Proceeds hereunder.