Common use of Payments on the Obligations Clause in Contracts

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable Borrower for receipt by the Administrative Agent before 2:00 p.m. on the due date therefor in federal or other immediately available funds to the Administrative Agent to the account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 p.m. on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereof, each Lender shall be entitled to receive its Share of Commitments of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such Lender. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All payments made by a Borrower on the Obligations (including all amounts received by the Administrative Agent pursuant to the exercise of remedies hereunder or under any Collateral Documents) shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising under the terms hereof; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such Borrower.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Credit Parties to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable any Borrower for receipt by the Administrative Agent before 2:00 12:00 p.m. (New York time), on the due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number at HSBC Bank USA, National Association, ABA No., account name “Loan Agency”, reference “Xxxxxxx Xxxxx Renewable Power Operating Company LLC” or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 12:00 p.m. (New York time) on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereofthe last sentence of this Section 3.4, each Lender shall be entitled to receive its Share of Commitments ratable share of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such LenderLender by 1:00 p.m. (New York time). If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower the Borrowers of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this the Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s the Borrowers’ obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All Unless an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received shall be credited as directed by the Administrative Agent pursuant to Borrowers. At all times when an Event of Default has occurred and is continuing, all payments made on the exercise of remedies hereunder or under any Collateral Documents) Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising payable by any of the Credit Parties under the terms hereofof the Loan Documents; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such BorrowerObligations.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Credit Parties to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable any Borrower for receipt by the Administrative Agent before 2:00 12:00 p.m. (New York time) on the due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number 325077102522 at Bank of America, N.A., ABA No. 000000000, reference “Xxxxxxx Xxxxx Middle Market Lending Corp. II, Attention: SFG Operations”, or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 12:00 p.m. (New York time) on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereofthe last sentence of this Section 3.4, each Lender shall be entitled to receive its Share of Commitments ratable share of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such LenderLender by 1:00 p.m. (New York time). If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree agrees that payments to the Administrative Agent by each Borrower the Borrowers of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this the Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s the Borrowers’ obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All Unless an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received shall be credited as directed by the Administrative Agent pursuant to Borrowers. At all times when an Event of Default has occurred and is continuing, all payments made on the exercise of remedies hereunder or under any Collateral Documents) Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising payable by any of the Credit Parties under the terms hereofof the Loan Documents; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations Obligations. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the Letter of Credit Issuer hereunder, if the Administrative Agent determines (which determination shall be conclusive, absent manifest error) that any of the following applies (such Borrowerpayment referred to as the “Rescindable Amount”): (i) the Borrowers have not in fact made such payment; (ii) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (iii) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the Letter of Credit Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the Letter of Credit Issuer, as applicable, in immediately available funds, with interest thereon for each day from the date such amount is distributed to it to the date of repayment by it to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Credit Parties to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable any Borrower for receipt by the Administrative Agent before 2:00 12:00 p.m. (New York time), on the due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number at HSBC Bank USA, National Association, ABA No., account name “Loan Agency”, reference “Xxxxxxx Xxxxx Renewable Power Operating Company LLC” or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 12:00 p.m. (New York time) on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereofthe last sentence of this Section 3.4, each applicable Lender shall be entitled to receive its Share of Commitments ratable share of each payment received by the Administrative Agent hereunder for the account of the Lenders on the ObligationsObligations with respect to the applicable Tranche. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such LenderLender by 1:00 p.m. (New York time). If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower the Borrowers of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this the Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s the Borrowers’ obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All UnlessSubject to Section 2.16, unless an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 shall be credited as directed by the Administrative Agent pursuant Borrowers. AtSubject to Section 2.16, at all times when an Event of Default has occurred and is continuing, all payments made on the exercise of remedies hereunder or under any Collateral Documents) Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising payable by any of the Credit Parties under the terms hereofof the Loan Documents; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such BorrowerObligations.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Credit Parties to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable any Borrower for receipt by the Administrative Agent before 2:00 12:00 p.m. (New York time), on the due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number 713011777 at HSBC Bank USA, National Association, ABA No. 000000000, account name “Loan Agency”, reference “Xxxxxxx Xxxxx Renewable Power Operating Company LLC” or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 12:00 p.m. (New York time) on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereofthe last sentence of this Section 3.4, each Lender shall be entitled to receive its Share of Commitments ratable share of each payment of the Obligations received by the Administrative Agent hereunder for the account of the Lenders on the ObligationsLenders. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such LenderLender by 1:00 p.m. (New York time). If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower the Borrowers of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this the Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s the Borrowers’ obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All Unless an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received shall be credited as directed by the Administrative Agent pursuant to Borrowers. At all times when an Event of Default has occurred and is continuing, all payments made on the exercise of remedies hereunder or under any Collateral Documents) Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising payable by any of the Credit Parties under the terms hereofof the Loan Documents; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such BorrowerObligations.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Credit Parties to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable any Borrower for receipt by the Administrative Agent before 2:00 12:00 p.m. (New York time), on the due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number at HSBC Bank USA, National Association, ABA No., account name “Loan Agency”, reference “Xxxxxxx Xxxxx Renewable Power Operating Company LLC” or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 12:00 p.m. (New York time) on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereofthe last sentence of this Section 3.4, each Lender shall be entitled to receive its Share of Commitments ratable share of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such LenderLender by 1:00 p.m. (New York time). If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower the Borrowers of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this the Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s the Borrowers’ obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All Unless an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received shall be credited as directed by the Administrative Agent pursuant to Borrowers. At all times when an Event of Default has occurred and is continuing, all payments made on the exercise of remedies hereunder or under any Collateral Documents) Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising payable by any of the Credit Parties under the terms hereofof the Loan Documents; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such Borrower.Obligations. CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Borrowers to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable any Borrower for receipt by the Administrative Agent before 2:00 12:00 p.m. (New York time), on the due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number 713011777 at HSBC Bank USA, National Association, ABA No. 000000000, account name “Loan Agency”, reference “Xxxxxxx Xxxxx Middle Market Lending Corp.” or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 12:00 p.m. (New York time) on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereofthe last sentence of this Section 3.4, each Lender shall be entitled to receive its Share of Commitments ratable share of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such LenderLender by 1:00 p.m. (New York time). If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower the Borrowers of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this the Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s the Borrowers’ obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All Unless an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received shall be credited as directed by the Administrative Agent pursuant to Borrowers. At all times when an Event of Default has occurred and is continuing, all payments made on the exercise of remedies hereunder or under any Collateral Documents) Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising payable by any of the Borrowers under the terms hereofof the Loan Documents; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such BorrowerObligations.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Credit Parties to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable any Borrower for receipt by the Administrative Agent before 2:00 p.m. 11:00 a.m. (New York time), on the due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number 423001 at SMBC, New York (Swift:SMBCUS33), beneficiary “SMBC Loan Operations New York”, reference “BlackRock Direct Lending Corp.” or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 p.m. 11:00 a.m. (New York time) on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next immediately following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereofthe last sentence of this Section 3.4, each Lender shall be entitled to receive its Share of Commitments ratable share of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such LenderLender by 2:00 p.m. (New York time). If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next immediately following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower the Borrowers of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s the Borrowers’ obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All Unless an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received shall be credited as directed by the Administrative Agent pursuant to Borrowers. At all times when an Event of Default has occurred and is continuing, all payments made on the exercise of remedies hereunder or under any Collateral Documents) Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising payable by any of the Credit Parties under the terms hereofof the Loan Documents; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such BorrowerObligations.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable Borrower for receipt by the Administrative Agent before 2:00 p.m. on the due date therefor in federal or other immediately available funds to the Administrative Agent to the account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 p.m. on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereof, each Lender shall be entitled to receive its Share of Commitments of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such Lender. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative USActive 58236919.3 -62- Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All payments made by a Borrower on the Obligations (including all amounts received by the Administrative Agent pursuant to the exercise of remedies hereunder or under any Collateral Documents) shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising under the terms hereof; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such Borrower.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Credit Parties to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable any Borrower for receipt by the Administrative Agent before 2:00 12:00 p.m. (New York time), on the due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number at HSBC Bank USA, National Association, ABA No., account name “Loan Agency”, reference “Xxxxxxx Xxxxx Renewable Power Operating Company LLC” or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 12:00 p.m. (New York time) on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereofthe last sentence of this Section 3.4, each applicable Lender shall be entitled to receive its Share of Commitments ratable share of each payment of the Obligations received by the Administrative Agent CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 hereunder for the account of the Lenders on the ObligationsObligations with respect to the applicable Tranche. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such LenderLender by 1:00 p.m. (New York time). If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower the Borrowers of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this the Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s the Borrowers’ obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All Subject to Section 2.16, unlessUnless an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received shall be credited as directed by the Administrative Agent pursuant Borrowers. Subject to Section 2.16, atAt all times when an Event of Default has occurred and is continuing, all payments made on the exercise of remedies hereunder or under any Collateral Documents) Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising payable by any of the Credit Parties under the terms hereofof the Loan Documents; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such BorrowerObligations.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Borrowers to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable Borrower for receipt by the Administrative Agent before 2:00 p.m. on the relevant due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number 001291068205 at Bank of America, N.A., ABA No. 026 009 593, account name: Bilateral Clearing, reference: “GSO Secured Lending Fund”, or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 1:00 p.m. on the due date therefor (New York time) shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 2.3(g), 2.14 and 12.11 hereof, each Lender shall be entitled to receive its Pro Rata Share of Commitments of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such Lender. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating computing interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers such Borrower from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All At all times when no Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations shall be credited as directed by the applicable Borrower. At all times when an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received by the Administrative Agent pursuant to the exercise of remedies hereunder or under any Collateral DocumentsDocument) shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising under the terms hereofhereof or under any Collateral Document; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such Borrower, other than the portion of the Obligations described in the last sentence of the definition of “Obligations” and (e) fifth, to all other amounts constituting any portion of the Obligations of such Borrower pursuant to the last sentence of the definition of “Obligations”.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Borrowers to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable any Borrower for receipt by the Administrative Agent before 2:00 12:00 p.m. (New York time) or 2 p.m. (London time) for all payments made in an Alternative Currency, on the due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number 4426457864 at Bank of America, N.A., ABA No. 000000000, reference “Xxxxxxx Xxxxx Private Middle Market Credit LLC, Attention: Xxxxxx Xxxxx”, or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 12:00 p.m. (New York time) or 2 p.m. (London time) for all payments made in an Alternative Currency on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereofthe last sentence of this Section 3.4, each Lender shall be entitled to receive its Share of Commitments ratable share of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such LenderLender by 1:00 p.m. (New York time) or 3 p.m. (London time) for all payments made in an Alternative Currency. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree agrees that payments to the Administrative Agent by each Borrower the Borrowers of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this the Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s the Borrowers’ obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All Unless an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received shall be credited as directed by the Administrative Agent pursuant to Borrowers. At all times when an Event of Default has occurred and is continuing, all payments made on the exercise of remedies hereunder or under any Collateral Documents) Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising payable by any of the Borrowers under the terms hereofof the Loan Documents; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such BorrowerObligations.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Credit Parties to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable any Borrower for receipt by the Administrative Agent before 2:00 12:00 p.m. (New York time), on the due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number at HSBC Bank USA, National Association, ABA No., account name “Loan Agency”, reference “Xxxxxxx Xxxxx Renewable Power Operating Company LLC” or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 12:00 p.m. (New York time) on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereofthe last sentence of this Section 3.4, each applicable Lender shall be entitled to receive its Share of Commitments ratable share of each payment of the Obligations received by the Administrative Agent hereunder for the account of the Lenders on the ObligationsObligations with respect to the applicable Tranche. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such LenderLender by 1:00 p.m. (New York time). If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower the Borrowers of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this the Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s the Borrowers’ obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All Subject to Section 2.16, unlessUnless an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received shall be credited as directed by the Administrative Agent pursuant Borrowers. Subject to Section 2.16, atAt all times when an Event of Default has occurred and is continuing, all payments made on the exercise of remedies hereunder or under any Collateral Documents) Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising payable by any of the Credit Parties under the terms hereofof the Loan Documents; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such BorrowerObligations.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Credit Parties to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable any Borrower for receipt by the Administrative Agent before 2:00 12:00 p.m. (New York time), on the due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number at HSBC Bank USA, National Association, ABA No., account name “Loan Agency”, reference “Xxxxxxx Xxxxx Renewable Power Operating Company LLC” or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 12:00 p.m. (New York time) on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereofthe last sentence of this Section 3.4, each applicable Lender shall be entitled to receive its Share of Commitments ratable share of each payment received by the Administrative Agent hereunder for the account of the Lenders on the ObligationsObligations with respect to the applicable Tranche. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such LenderLender by 1:00 p.m. (New York time). If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower the Borrowers of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this the Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s the Borrowers’ obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All UnlessSubject to Section 2.16, unless an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received shall be credited as directed by the Administrative Agent pursuant Borrowers. AtSubject to Section 2.16, at all times when an Event of Default has occurred and is continuing, all payments made on the exercise of remedies hereunder or under any Collateral Documents) Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising payable by any of the Credit Parties under the terms hereofof the Loan Documents; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such BorrowerObligations.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Borrowers to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable Borrower for receipt by the Administrative Agent before 2:00 p.m. on the relevant due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number 127861951 at City National Bank, ABA No. 000000000, Attention: Commercial Loan Operations / Xxxxxxx Xxxxxx, account name: “Commercial Incoming Wire Transfer”, reference “Brightwood Capital Corporation I & Obligor Account Number 00000000”, or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 p.m. on the due date therefor close of business in New York shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 Section 2.14 and Section 12.11 hereof, each Lender shall be entitled to receive its Pro Rata Share of Commitments of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such Lender. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating computing interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers such Borrower from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All payments made by a Borrower on the Obligations (including all amounts received by the Administrative Agent pursuant to the exercise of remedies hereunder or under any Collateral DocumentsDocument) shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising under the terms hereof; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such Borrower.:

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Borrowers to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable Borrower for receipt by the Administrative Agent before 2:00 p.m. on the relevant due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number 001291068205 at Bank of America, N.A., ABA No. USActive 53991578.7 27 026 009 593, account name: Bilateral Clearing, reference: “GSO Secured Lending Fund”, or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 1:00 p.m. on the due date therefor (New York time) shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 2.3(g), 2.14 and 12.11 hereof, each Lender shall be entitled to receive its Pro Rata Share of Commitments of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such Lender. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating computing interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers such Borrower from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All At all times when no Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations shall be credited as directed by the applicable Borrower. At all times when an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received by the Administrative Agent pursuant to the exercise of remedies hereunder or under any Collateral DocumentsDocument) shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising under the terms hereofhereof or under any Collateral Document; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such Borrower, other than the portion of the Obligations described in the last sentence of the definition of “Obligations” and (e) fifth, to all other amounts constituting any portion of the Obligations of such Borrower pursuant to the last sentence of the definition of “Obligations”.

Payments on the Obligations. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the applicable Borrower Credit Parties to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense or recoupment by the applicable any Borrower for receipt by the Administrative Agent before 2:00 12:00 p.m. (New York time), on the due date therefor in federal or other immediately available funds to the Administrative Agent to the at account indicated on the administrative form delivered to the Borrower on or prior to the Closing Date number at HSBC Bank USA, National Association, ABA No., account name “Loan Agency”, reference “Xxxxxxx Xxxxx Renewable Power Operating Company LLC” or any other account of the Administrative Agent that the Administrative Agent designates in writing to the Borrowers. Funds received after 2:00 12:00 p.m. (New York time) on the due date therefor shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day next following receipt of such funds. Except as provided in Sections 12.5 and 12.11 hereofthe last sentence of this Section 3.4, each Lender shall be entitled to receive its Share of Commitments ratable share of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such LenderLender by 1:00 p.m. (New York time). If any payment to be made by any CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in calculating interest or fees, as the case may be. The Administrative Agent and each Lender hereby agree that payments to the Administrative Agent by each Borrower the Borrowers of principal of, and interest on, the Obligations of such Borrower to or for the account of the Lenders in accordance with the terms of this the Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of such Borrower’s the Borrowers’ obligations with respect to any such payments, and the Administrative Agent shall indemnify, and each Lender shall hold harmless, the Borrowers from any claims asserted by any Lender in connection with the Administrative Agent’s duty to distribute and apportion such payments to the Lenders in accordance with this Section 3.4. All Unless an Event of Default has occurred and is continuing, all payments made by a Borrower on the Obligations (including all amounts received shall be credited as directed by the Administrative Agent pursuant to Borrowers. At all times when an Event of Default has occurred and is continuing, all payments made on the exercise of remedies hereunder or under any Collateral Documents) Obligations shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising payable by any of the Credit Parties under the terms hereofof the Loan Documents; (b) second, against the amount of interest accrued and unpaid on the Obligations of such Borrower as of the date of such payment; (c) third, against all principal due and owing on the Obligations of such Borrower as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations of such BorrowerObligations.