Common use of Principal Collection Account Clause in Contracts

Principal Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to Section 2.7(a)(2)(B), this Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Fee; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) to the Unfunded Exposure Account (which, during the Reinvestment Period shall be at the discretion of the Collateral Manager) in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal (i) prior to the Reinvestment Period End Date, the Unfunded Exposure Equity Amount and (ii) after the Reinvestment Period End Date, the Unfunded Exposure Amount; (6) (i) during the Reinvestment Period, to the extent not paid pursuant to Section 2.7(a)(5), pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency or (ii) after the end of the Reinvestment Period, pro rata to each Lender to pay the Advances Outstanding until paid in full; (7) to the extent not paid pursuant to Section 2.7(a)(6), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Lenders; (8) to the extent not paid pursuant to Section 2.7(a)(7), first, to the extent not paid pursuant to Section 2.7(b)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement, and second, pro rata to each applicable party to pay all other outstanding amounts then due and payable under the Transaction Documents; (9) to the extent not paid pursuant to Section 2.7(a)(8), to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (10) (A) during a Default, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, the Borrower;

Principal Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month 12‑month rolling period, the aggregate amount payable pursuant to Section 2.7(a)(2)(B), this Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Non‑Usage Fee; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) to the Unfunded Exposure Account (which, during the Reinvestment Period shall be at the discretion of the Collateral Manager) in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal (i) prior to the Reinvestment Period End Date, the Unfunded Exposure Equity Amount and (ii) after the Reinvestment Period End Date, the Unfunded Exposure Amount; (6) (i) during the Reinvestment Period, to the extent not paid pursuant to Section 2.7(a)(5), pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency or (ii) after the end of the Reinvestment Period, pro rata to each Lender to pay the Advances Outstanding until paid in full; (7) to the extent not paid pursuant to Section 2.7(a)(6), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Lenders; (8) to the extent not paid pursuant to Section 2.7(a)(7), first, to the extent not paid pursuant to Section 2.7(b)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement, and second, pro rata to each applicable party to pay all other outstanding amounts then due and payable under the Transaction Documents; (9) to the extent not paid pursuant to Section 2.7(a)(8), to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (10) (A) during a Default, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, the Borrower;

Principal Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral Agent, the Custodian and the Securities Intermediary, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal Custodian Fees owing to any amounts payable to the Securities Intermediary under the Securities Account Control Agreementsuch Person; provided that, that the aggregate amount amounts payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not not, collectively, exceed $100,000 per annum200,000 for the 12-month period immediately preceding such Payment Date; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) Manager, in an amount equal to any accrued and unpaid Collateral Management Fee and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to Section 2.7(a)(2)(B), this Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annumFee; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs Interest and Non-Usage Fee; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) after the Reinvestment Period, to the Unfunded Exposure Account (which, during the Reinvestment Period shall be at the discretion of the Collateral Manager) in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal (i) prior to the Reinvestment Period End Date, the Unfunded Exposure Equity Amount and (ii) after the Reinvestment Period End Date, the Unfunded Exposure Amount; (6) (i) during the Reinvestment Period, to the extent not paid pursuant to Section 2.7(a)(5), pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency or (ii) after the end of the Reinvestment Period, pro rata to each Lender to pay the Advances Outstanding until paid in full; (7) to the extent not paid pursuant to Section 2.7(a)(6), to the Equityholder to make any applicable Permitted RIC Distribution; (8) to the extent not paid pursuant to Section 2.7(a)(6), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Lenders; (8) 9) so long as no Borrowing Base Deficiency or Event of Default has occurred and is continuing or would result from such payment, to the Borrower, for distribution to the Equityholder, the funds necessary for the Equityholder to satisfy its tax liabilities in respect of U.S. federal taxes, but only to the extent not paid pursuant to Section 2.7(a)(7), first, such tax liabilities are directly attributable to the extent not paid pursuant to Section 2.7(b)(1) as a result activities of the limitation set forth thereinBorrower (and any of its subsidiaries) in each case, pro rata to (A) as determined by the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement, and second, pro rata to each applicable party to pay all other outstanding amounts then due and payable under the Transaction DocumentsManager; (910) to the extent not paid pursuant to Section 2.7(a)(8), pro rata to each applicable party to pay all other amounts owing under the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the CollateralTransaction Documents; and (1011) (A) during a Default, to remain in the Principal Collection Account or (B) otherwiseso long as no Default has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, to the Borrower or at the direction of, the Borrower;any nominee thereof.

Principal Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees Fees, (B) the Custodian, in an amount equal to any accrued and unpaid Custodian Fees, and (BC) the Securities Intermediary, in an amount equal to any amounts amounts, including indemnities, payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee Fee, to the extent not waived in writing by the Collateral Manager, and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to Section 2.7(a)(2)(B), this Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Fee; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) prior to the end of the Reinvestment Period, to the Unfunded Exposure Account (which, during the Reinvestment Period shall be at the discretion of the Collateral Manager) in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal (i) prior to the Reinvestment Period End Date, the Unfunded Exposure Equity Amount and (ii) after the Reinvestment Period End Date, the Unfunded Exposure Amount; (6) (i) during the Reinvestment Period, to the extent not paid pursuant to Section 2.7(a)(5), pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency Deficiency; (7) (i) prior to the end of the Reinvestment Period, in the sole discretion of the Collateral Manager, to acquire additional Loans or (ii) after the end of the Reinvestment Period, pro rata to each Lender to pay the Advances Outstanding until paid in full; (7) 8) to the extent not paid pursuant to Section 2.7(a)(6), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Lenders; (8) 9) to the extent not paid pursuant to Section 2.7(a)(7), first, to the extent not paid pursuant to Section 2.7(b)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement, and second, pro rata to each applicable party to pay all other outstanding amounts then due and payable under the Transaction Documents; (910) to the extent not paid pursuant to Section 2.7(a)(8), to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (1011) (A) during a Default, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, the Borrower;.

Principal Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager Servicer shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Principal Collection Account of the Borrower and Principal Collections in the Canadian Dollar Account, the Euro Account and the GBP Account of the Borrower to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral Agent, the Collateral Custodian and the Securities Intermediary, on a pari passu basis, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal Collateral Custodian Fees owing to any amounts payable to the Securities Intermediary under the Securities Account Control Agreementsuch Person; provided that, that the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 250,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) Servicer, in an amount equal to (i) any accrued and unpaid Collateral Management Servicer Fee (other than any deferred Servicer Fee) and then second (Bii) all documented Collateral Manager Reimbursable Expenses due fees and expenses owing to the Collateral ManagerServicer pursuant to Section 6.7; provided that, during any 12-month rolling period, that the aggregate amount payable pursuant to Section 2.7(a)(2)(B2.7(a)(2)(ii), this Section 2.7(b)(2)(B2.7(b)(2)(ii) and Section 2.8(2)(B2.8(2)(ii) shall not exceed $100,000 per annum, unless waived by the Servicer; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender; (4) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs Interest and Non-Usage Fee; (45) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (56) during the Reinvestment Period, (i) first, in the sole discretion of the Servicer, to the Unfunded Exposure Account (which, during the Reinvestment Period shall be at the discretion of the Collateral Manager) in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal (i) prior to the Reinvestment Period End Date, the Unfunded Exposure Equity Required Amount and (ii) after the Reinvestment Period End Date, the Unfunded Exposure Amount; (6) (i) during the Reinvestment Periodsecond, to the extent not paid pursuant to Section 2.7(a)(52.7(a)(6), pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency or Deficiency; (ii7) after the end of the Reinvestment Period, pro rata to each Lender to pay the Advances Outstanding until paid in full; (7) 8) to the extent not paid pursuant to Section 2.7(a)(62.7(a)(7), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Lenders; (8) 9) to the extent not paid pursuant to Section 2.7(a)(72.7(a)(8), first, to the extent not paid pursuant to Section 2.7(b)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement, and second, pro rata to each applicable party to pay all other outstanding amounts then due and payable owing under the Transaction Documents, including any deferred Servicer Fee and any amounts not paid under Section 2.7(b)(1) by reason of a cap specified therein; (910) to the extent not paid pursuant to Section 2.7(a)(82.7(a)(9), to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (1011) (A) during if a DefaultDefault has occurred and is continuing, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed toto the Borrower or its designee, or at including to make a distribution to the direction of, the Borrower;Equityholder.

Principal Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay from the Principal Collection Account of the Borrower pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Principal Collection Account of the Borrower to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral AgentAgent and the Securities Intermediary, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal owing to any amounts payable to the Securities Intermediary under the Securities Account Control Agreementsuch Person; provided that, that the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) Manager, in an amount equal to any accrued and unpaid Collateral Management Fee and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to Section 2.7(a)(2)(B), this Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annumFees; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Interest (including Breakage Costs Costs) and Non-Usage Fee; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) during the Reinvestment Period, (i) first, in the sole discretion of the Collateral Manager, to the Unfunded Exposure Account (which, during the Reinvestment Period shall be at the discretion of the Collateral Manager) in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal (i) prior to the Reinvestment Period End Date, the Unfunded Exposure Equity Required Amount and (ii) after the Reinvestment Period End Date, the Unfunded Exposure Amount; (6) (i) during the Reinvestment Periodsecond, to the extent not paid pursuant to Section 2.7(a)(52.7(a)(6), pro rata to the Lenders each Lender, to reduce the Advances Outstanding in an amount necessary to cure such a Borrowing Base Deficiency or Deficiency; (ii6) after the end of the Reinvestment Period, (i) first, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure Amount and (ii) second, pro rata to each Lender Lender, to pay the Advances Outstanding until paid in full; (7) to the extent not paid pursuant to Section 2.7(a)(6), to the Equityholder to make any applicable Permitted RIC Distribution; (8) to the extent not paid pursuant to Section 2.7(a)(8), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Lenders; (8) 9) to the extent not paid pursuant to Section 2.7(a)(72.7(a)(9), first, to the extent not paid pursuant to Section 2.7(b)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement, and second, pro rata to each applicable party to pay all other outstanding amounts then due and payable owing under the Transaction Documents, including any amounts not paid under Section 2.7(b)(1) by reason of a cap specified therein; (910) to the extent not paid pursuant to Section 2.7(a)(82.7(a)(10), to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (1011) (A) during if a DefaultDefault has occurred and is continuing, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed toto the Borrower or its designee (or, or at in the direction ofsole discretion of the Collateral Manager, to remain in the Borrower;Principal Collection Account).

Principal Collection Account. On each Payment Date, so long as no Default or Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees, (B) the Custodian, in an amount equal to any accrued and unpaid Custodian Fees and (BC) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the each Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee Fee, to the extent not waived in writing by the Collateral Manager, and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month 12‑month rolling period, the aggregate amount payable pursuant to Section 2.7(a)(2)(B2.7(a)(2), this Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Non‑Usage Fee; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) to the Unfunded Exposure Account (which, during the Reinvestment Period shall be at the discretion of the Collateral Manager) in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal (i) prior to the Reinvestment Period End Date, the Unfunded Exposure Equity Amount and (ii) after the Reinvestment Period End Date, the Unfunded Exposure Amount; (6) (i) during the Reinvestment Period, to the extent not paid pursuant to Section 2.7(a)(5), pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency or (ii) after the end of the Reinvestment Period, pro rata to each Lender to pay the Advances Outstanding until paid in full; (7) to the extent not paid pursuant to Section 2.7(a)(6), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Lenders[reserved]; (8) to the extent not paid pursuant to Section 2.7(a)(7), first, to the extent not paid pursuant to Section 2.7(b)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement, and second, pro rata to each applicable party to pay all other outstanding amounts then due and payable under the Transaction Documents; (9) to the Expense Reserve account, in an amount equal to the Expense Reserve Account Amount; (10) to the extent not paid pursuant to Section 2.7(a)(82.7(a)(9), to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; (11) during the Reinvestment Period, at the sole discretion of the Collateral Manager, to the Principal Collection Account; and (1012) (A) during a Default, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, to or at the direction of, as directed by the Borrower;.

Principal Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral Agent, the Custodian and the Securities Intermediary, in an amount equal to any accrued and unpaid Collateral Agent Fees and Custodian Fees owing to such Persons and (B) the Collateral Agent, the Custodian and the Securities Intermediary, Intermediary in an amount equal to any accrued and unpaid Collateral Agent Expenses and Custodian Expenses owing to such Persons; provided that amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to Section 2.7(a)(12.7(a)(1)(B), this Section 2.7(b)(12.7(b)(1)(B) and Section 2.8(12.8(1)(B) shall not exceed $100,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) Manager, in an amount equal to any accrued and unpaid Collateral Management Fee and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to Section 2.7(a)(2)(B), this Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annumFee; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs Interest and Non-Usage Fee; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) to the Unfunded Exposure Account (which, during the Reinvestment Period shall be at the discretion of the Collateral Manager) in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal (i) prior to the Reinvestment Period End Date, the Unfunded Exposure Equity Amount and (ii) after the Reinvestment Period End Date, the Unfunded Exposure Amount; (6) (i) during the Reinvestment Period, to the extent not paid pursuant to Section 2.7(a)(5), pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such a Borrowing Base Deficiency or (ii) after the end of the Reinvestment Period, pro rata to each Lender to pay the Advances Outstanding until paid in full; (76) to the extent not paid pursuant to Section 2.7(a)(6), pro rata to each Lender, in an amount equal to any accrued and unpaid the Commitment Reduction Fee owing to the Lenders; (8) 7) to the extent not paid pursuant to Section 2.7(a)(7), first, to the extent not paid pursuant to Section 2.7(b)(1) as a result of the limitation set forth thereinpro rata, pro rata to (A) the Collateral Agent, the Custodian and the Securities Intermediary, in an amount equal to any accrued and unpaid Collateral Agent Fees and Custodian Fees owing to such Persons and (B) the Collateral Agent, the Custodian and the Securities Intermediary, Intermediary in an amount equal to any amounts payable accrued and unpaid Collateral Agent Expenses and Custodian Expenses owing to such Persons to the Securities Intermediary under extent not paid pursuant to Section 2.7(a)(1) as a result of the Securities Account Control Agreementlimitation set forth therein, and second, pro rata rata, to each other applicable party Person to pay all other outstanding amounts then due and payable under the Transaction Documents; (9) 8) to the extent not paid pursuant to Section 2.7(a)(8), to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; (9) to the Borrower, an amount necessary to make any BDC Tax Distributions, deemed necessary or desirable by the Borrower as of such Payment Date, which such funds shall be deemed released from the Lien of the Collateral Agent hereunder; and (10) (A) during a Default, to remain in the Principal Collection Account or (B) otherwiseso long as no Event of Default has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, to the Borrower;.

Principal Collection Account. On each Payment Date, so long as no Default or Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees, (B) the Custodian, in an amount equal to any accrued and unpaid Custodian Fees and (BC) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the each Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee Fee, to the extent not waived in writing by the Collateral Manager, and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to Section 2.7(a)(2)(B2.7(a)(2), this Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Fee; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) to the Unfunded Exposure Account (which, during the Reinvestment Period shall be at the discretion of the Collateral Manager) in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal (i) prior to the Reinvestment Period End Date, the Unfunded Exposure Equity Amount and (ii) after the Reinvestment Period End Date, the Unfunded Exposure Amount; (6) (i) during the Reinvestment Period, to the extent not paid pursuant to Section 2.7(a)(5), pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency or (ii) after the end of the Reinvestment Period, pro rata to each Lender to pay the Advances Outstanding until paid in full; (7) to the extent not paid pursuant to Section 2.7(a)(6), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Lenders;; USActive 57310676.6USActive 60324964.3 (8) to the extent not paid pursuant to Section 2.7(a)(7), first, to the extent not paid pursuant to Section 2.7(b)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement, and second, pro rata to each applicable party to pay all other outstanding amounts then due and payable under the Transaction Documents; (9) to the Expense Reserve account, in an amount equal to the Expense Reserve Account Amount; (10) to the extent not paid pursuant to Section 2.7(a)(82.7(a)(9), to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; (11) during the Reinvestment Period, at the sole discretion of the Collateral Manager, to the Principal Collection Account; and (1012) (A) during a Default, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, to or at the direction of, as directed by the Borrower;.

Principal Collection Account. On each Payment Date, so long as no Default or Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: : (1) to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees, (B) the Custodian, in an amount equal to any accrued and unpaid Custodian Fees and (BC) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the each Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(12.7(b) (1) and Section 2.8(1) shall not exceed $100,000 per annum;; -53- USActive 55348338.2 (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee Fee, to the extent not waived in writing by the Collateral Manager, and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to Section 2.7(a)(2)(B2.7(a)(2), this Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; ; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Fee; ; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; ; (5) to the Unfunded Exposure Account (which, during the Reinvestment Period shall be at the discretion of the Collateral Manager) in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal (i) prior to the Reinvestment Period End Date, the Unfunded Exposure Equity Amount and (ii) after the Reinvestment Period End Date, the Unfunded Exposure Amount; ; (6) (i) during the Reinvestment Period, to the extent not paid pursuant to Section 2.7(a)(5), pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency or (ii) after the end of the Reinvestment Period, pro rata to each Lender to pay the Advances Outstanding until paid in full; ; (7) to the extent not paid pursuant to Section 2.7(a)(6), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Lenders; ; (8) to the extent not paid pursuant to Section 2.7(a)(7), first, to the extent not paid pursuant to Section 2.7(b)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement, and second, pro rata to each applicable party to pay all other outstanding amounts then due and payable under the Transaction Documents; ; (9) to the Expense Reserve account, in an amount equal to the Expense Reserve Account Amount; (10) to the extent not paid pursuant to Section 2.7(a)(82.7(a)(9), to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (10) (A11) during a Defaultthe Reinvestment Period, at the sole discretion of the Collateral Manager, to remain in the Principal Collection Account or Account; and (B12) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, to or at the direction of, as directed by the Borrower;. -54- USActive 55348338.2

Principal Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report Payment Date Statement (and the Collateral Agent shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management ReportPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral Agent, the Custodian and the Securities Intermediary, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal Custodian Fees owing to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annumsuch Person; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) Manager, in an amount equal to any accrued and unpaid Collateral Management Fee and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to Section 2.7(a)(2)(B), this Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annumFee; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs Interest and Non-Usage Fee; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) after the Reinvestment Period, to the Unfunded Exposure Account (which, during the Reinvestment Period shall be at the discretion of the Collateral Manager) in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal (i) prior to the Reinvestment Period End Date, the Unfunded Exposure Equity Amount and (ii) after the Reinvestment Period End Date, the Unfunded Exposure Amount; (6) (i) during the Reinvestment Period, to the extent not paid pursuant to Section 2.7(a)(5), pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency or (ii) after the end of the Reinvestment Period, pro rata to each Lender to pay the Advances Outstanding until paid in full; (7) to the extent not paid pursuant to Section 2.7(a)(6), to the Equityholder to make any applicable Permitted RIC Distribution; (8) to the extent not paid pursuant to Section 2.7(a)(6), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Lenders; (8) 9) so long as no Borrowing Base Deficiency or Event of Default has occurred and is continuing or would result from such payment, to the Borrower, for distribution to the Equityholder, the funds necessary for the Equityholder to satisfy its tax liabilities in respect of U.S. federal taxes, but only to the extent not paid pursuant to Section 2.7(a)(7), first, such tax liabilities are directly attributable to the extent not paid pursuant to Section 2.7(b)(1) as a result activities of the limitation set forth thereinBorrower (and any of its subsidiaries) in each case, pro rata to (A) as determined by the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement, and second, pro rata to each applicable party to pay all other outstanding amounts then due and payable under the Transaction DocumentsManager; (910) to the extent not paid pursuant to Section 2.7(a)(8), pro rata to each applicable party to pay all other amounts owing under the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the CollateralTransaction Documents; and (1011) (A) during a Default, to remain in the Principal Collection Account or (B) otherwiseso long as no Default has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, to the Borrower or at the direction of, the Borrower;any nominee thereof.

Principal Collection Account. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the related Collateral Management Report (and the Collateral Agent shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees Fees, (B) the Custodian, in an amount equal to any accrued and unpaid Custodian Fees, and (BC) the Securities Intermediary, in an amount equal to any amounts amounts, including indemnities, payable to the Securities Intermediary under the Securities Account Control Agreement; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Collateral Manager first (A) in an amount equal to any accrued and unpaid Collateral Management Fee Fee, to the extent not waived in writing by the Collateral Manager, and then second (B) all documented Collateral Manager Reimbursable Expenses due and owing to the Collateral Manager; provided that, during any 12-month rolling period, the aggregate amount payable pursuant to Section 2.7(a)(2)(B), this Section 2.7(b)(2)(B) and Section 2.8(2)(B) shall not exceed $100,000 per annum; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest, Breakage Costs and Non-Usage Fee; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to the Administrative Agent and each Lender, all Administrative Expenses and any Increased Costs due and owing to such Person; (5) prior to the end of the Reinvestment Period, to the Unfunded Exposure Account (which, during the Reinvestment Period shall be at the discretion of the Collateral Manager) in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal (i) prior to the Reinvestment Period End Date, the Unfunded Exposure Equity Amount and (ii) after the Reinvestment Period End Date, the Unfunded Exposure Amount; (6) (i) during the Reinvestment Period, to the extent not paid pursuant to Section 2.7(a)(5), pro rata to the Lenders to reduce the Advances Outstanding in an amount necessary to cure such Borrowing Base Deficiency Deficiency; (7) (i) prior to the end of the Reinvestment Period, in the sole discretion of the Collateral Manager, to acquire additional Loans or (ii) after the end of the Reinvestment Period, pro rata to each Lender to pay the Advances Outstanding until paid in full; (78) prior to the end of the Reinvestment Period (so long as the “Commitment Period” (as defined in the Governing Documents of the Equityholder) has expired and the “Liquidity Event” (as defined in the Governing Documents of the Equityholder) has not occurred; provided that any expiration of the Commitment Period shall not be applicable to the extent not paid pursuant to Section 2.7(a)(6the Commitment Period is extended within forty-five (45) days of any corresponding initial expiration and the Commitment Period then remains in effect), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Lenders; (8) to the extent not paid pursuant to Section 2.7(a)(7), first, to the extent not paid pursuant to Section 2.7(b)(1) as a result of the limitation set forth therein, pro rata to (A) the Collateral Agent, in an amount equal to any accrued and unpaid Collateral Agent Fees and (B) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement, and second, pro rata to each applicable party Lender to pay all other outstanding amounts then due and payable under the Transaction DocumentsAdvances Outstanding; (9) to the extent not paid pursuant to Section 2.7(a)(8), to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (10) (A) during a Default, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be deemed released from the Lien of the Collateral Agent hereunder and distributed to, or at the direction of, the Borrower;