Common use of Principal Payments prior to an Event of Default Clause in Contracts

Principal Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, to repay the Advances Outstanding and any accrued and unpaid Prepayment Premium until paid in full; (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix) to the extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: and (viii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, (I) to pay any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding and any accrued and unpaid Prepayment Premium until paid in full; (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix) make any Permitted RIC Distributions (subject to the extent not paid thereunderlimitations on the use of Interest Proceeds and Principal Proceeds set forth herein); (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: amounts due under Section 2.04(a)(xi) to the extent not paid thereunder; and (viii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amountsamounts as Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholders.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, to repay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium Premium, until paid in full; (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix) to the extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder;; and (vii) to pay any BDC Tax Distribution: and (viii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower (or its designee) any remaining amounts.

Principal Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (Ax) during prior to the Revolving end of the Reinvestment Period, to pay amounts due under Section 2.04(a)(v) but only the Advances Outstanding up to the extent not paid in full thereunder and to the extent necessary amount required to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (By) during after the Amortization end of the Reinvestment Period, to repay pay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium applicable Make-Whole Premium, until paid in full; (iv) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant previously paid, (b) the Collateral Custodian in payment in full of all accrued Collateral Custodian Expenses to clause the extent not previously paid, and (i)c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid; (v) to pay amounts due the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under Section 2.04(a)(ix) its Hedging Agreement, to the extent not paid thereunderpaid; (vi) to pay any other amounts due under Section 2.04(a)(x) to this Agreement and the extent not paid thereunderother Transaction Documents; (vii) to pay any BDC Tax Distribution: the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and (viii) so long as, to the Administrative Agent’sBorrower, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts.

Principal Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Servicing Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v(iv), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer)Reinvestment Period, to pay the Unfunded Exposure Account in an amount necessary Advances Outstanding to cause the amount on deposit in the Unfunded Exposure Account extent required to equal the Aggregate Unfunded Exposure Amount; or satisfy any outstanding Borrowing Base Deficiency and (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Reinvestment Period, to pay amounts due under Section 2.04(a)(v) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, to repay the Advances Outstanding and Outstanding, together with any accrued and unpaid Prepayment Premium Premium, until paid in full; (iviii) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant previously paid, (b) the Collateral Custodian in payment in full of all accrued Collateral Custodian Expenses to clause the extent not previously paid, and (i)c) the Account Bank in payment in full of all accrued expenses to the extent not previously paid; (iv) to pay any other amounts due and payable under this Agreement and the other Transaction Documents; (v) to pay amounts due under Section 2.04(a)(ixthe Servicer, in respect of all reasonable expenses (except allocated overhead) to incurred in connection with the extent not paid thereunder;performance of its duties hereunder; and (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: and (viii) so long asBorrower, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Termination Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account and Principal Collections held by the Account Bank in the Canadian Dollar Account, the Euro Account and the GBP Account, as applicable, in accordance with each case to the Servicer Reportextent of available funds, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v(vi), to the extent not paid thereunder; (ii) (x) prior to after the end of the Revolving Reinvestment Period, to pay the Advances Outstanding until paid in full; (iii) first to (a) the Collateral Agent, payment in full of all accrued Collateral Agent Expenses to the extent not previously paid; (b) the Collateral Custodian payment in full of all accrued Collateral Custodian Expenses to the extent not previously paid; and (c) the Account Bank, payment in full of all accrued expenses to the extent not previously paid; and second, pro rata, to each Lender, the Swingline Lender, the Facility Agent, and any other Person due any reimbursement or fee payable hereunder or in connection with this Agreement (other than amounts specifically addressed in a separate clause to this Section 2.04(b)), payment in full of any such expenses or fees to the extent not previously paid; (iv) pro rata, to the Facility Agent for the benefit of each Lender, the Swingline Lender and the Facility Agent, as applicable, payment in full of any other expenses or indemnities incurred by such Person then due and payable under the Transaction Documents to the extent not previously paid; (v) to the Servicer, to the extent not previously paid, in respect of all reasonable and documented expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder or paid on behalf of the Borrower; (vi) to the Servicer (or any designee thereof), to the extent not waived thereby, payment in full of all accrued and unpaid Servicing Fees; (vii) to pay any other amounts due the under Agreement and the other Transaction Documents; (viii) during the Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit remain in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure AmountCollection Account; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;and (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v) but only an Unmatured Event of Default (or to the extent not paid in full thereunder and an Unmatured Event of Default would otherwise result), first, for distribution to the extent necessary Equityholder to eliminate any outstanding Borrowing Base Deficiencymake a Permitted RIC Distribution and, on a pro forma basis after giving effect second, to all payments through this clause (iii)remain in the applicable Collection Account; or (B) during the Amortization Periodotherwise, to repay or at the Advances Outstanding and any accrued and unpaid Prepayment Premium until paid in full; direction of the Borrower (iv) including for distribution to the payment of Equityholder to make any Administrative Expensesapplicable Permitted RIC Distribution), to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix) to the extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: and (viii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts.

Principal Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default occurring and continuing or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v(a)(iv), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate aggregate Unfunded Exposure Equity Amount; or (y) after the end of the Revolving Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (Ax) during prior to the Revolving end of the Reinvestment Period, to pay amounts due under Section 2.04(a)(v) but only the Advances Outstanding up to the extent not paid in full thereunder and to the extent necessary amount required to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (By) during after the Amortization end of the Reinvestment Period, to repay pay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment applicable Make-Whole Premium incurred in connection with any complete refinancing or termination of this Agreement, in each case, until paid in full; (iv) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant previously paid, (b) the Collateral Custodian in payment in full of all accrued Collateral Custodian Expenses to clause the extent not previously paid, and (i)c) the Account Bank, in payment in full of all accrued Account Bank Expenses to the extent not previously paid; (v) to pay any other amounts due and payable under Section 2.04(a)(ix) to this Agreement and the extent not paid thereunderother Transaction Documents; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder;Servicer in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; and (vii) to pay any BDC Tax Distribution: and (viiia) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no during an Unmatured Event of Default has occurred and is continuingDefault, to remain in the Collection Account or (b) otherwise, to the Borrower (x) prior to the end of the Reinvestment Period, any remaining amounts (provided that the Borrower will not be permitted to receive an amount greater than 7.0% of the Maximum Facility Amount per annum pursuant to this clause (vii)(b)(x)) and (y) after the end of the Reinvestment Period, any remaining amounts.

Principal Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (Aw) during prior to the Revolving end of the Reinvestment Period, to pay amounts due under Section 2.04(a)(v) but only the Advances Outstanding up to the extent not paid in full thereunder and to the extent necessary amount required to eliminate any outstanding Borrowing Base Deficiency; (x) after the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 85.0% of the remaining Available Collections on a pro forma basis deposit in the Principal Collection Account shall be distributed to the Lenders to reduce the Advances Outstanding; (y) after giving effect the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 15.0% of the remaining Available Collections on deposit in the Principal Collection Account shall be distributed to all payments through this clause the Borrower (iiior at the direction of the Borrower); or (Bz) during after the Amortization Periodend of the Reinvestment Period if the Principal Sharing Condition is not satisfied, to repay pay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium applicable Make-Whole Premium, until paid in full; (iv) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant previously paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to clause the extent not previously paid, and (i)c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid; (v) to pay amounts due the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under Section 2.04(a)(ix) its Hedging Agreement, to the extent not paid thereunderpaid; (vi) first, to pay the Advances Outstanding, together with any applicable Make-Whole Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b) and then, to pay any other amounts due under Section 2.04(a)(x) to this Agreement and the extent not paid thereunderother Transaction Documents; (vii) to pay any BDC Tax Distribution: the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and (viii) to the Borrower, any remaining amounts. Notwithstanding the foregoing, so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default or Event of Default has occurred and is continuingcontinuing or would result, on any Business Day other than a Payment Date, the Borrower may direct the Collateral Agent to apply any amounts on deposit in the Principal Collection Account in accordance with Section 2.04(b)(iii)(w), (b)(iii)(x) and (b)(iii)(y) above, so long as (a) the Principal Sharing Condition is satisfied and (b) an amount at least equal to the Borrower any remaining amountsamount required to make the payments required by Sections 2.04(b)(i) and (b)(ii) on the next Payment Date remains in the Collection Account after such application, as evidenced by the delivery of a Notice of Reduction (which notice shall include a Borrowing Base Certificate) in accordance with Section 2.18(a).

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account as of the related Determination Date to the Payment Account, in accordance with and on such Payment Date the Servicer Report, Collateral Agent shall (as directed to the first paragraph of this Section 2.04) transfer such Principal Collections from the Payment Account to the following Persons or account in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v2.04(a)(vii), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, in the Servicer's discretion, to pay amounts due under Section 2.04(a)(v) but only to be deposited into the extent not paid Collection Account as Principal Collections for reinvestment in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause Eligible Loan Assets; (iii); or (B) during the Amortization Period, to repay the Advances Outstanding and any accrued and unpaid Prepayment Premium Premium, until paid in full; (iv) to make any Permitted RIC Distributions provided that (x) the Borrowing Base Test (Aggregate) is satisfied immediately prior to and immediately after giving effect to such Permitted RIC Distribution (unless otherwise consented to by the Administrative Agent in its sole discretion) and (y) the Borrower gives at least two (2) Business Days' prior written notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Custodian; (v) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (vi) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (vvii) to pay amounts due under Section 2.04(a)(ix2.04(a)(xii) to the extent not paid thereunder; (viviii) to pay amounts due under Section 2.04(a)(x2.04(a)(xiii) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: ; and (viiix) so long ascalculated as of the Payment Date, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no if an Unmatured Event of Default has occurred and is continuingcontinuing or would result after giving effect to sub-clause (ix)(y), to remain in the Principal Collection Subaccount as Principal Collections, and (y) otherwise, to the Borrower for payment as directed by the Borrower, any remaining amounts.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iiiii); or (B) during the Amortization Period, (1) to the Unfunded Exposure Account in an amount necessary to cause the Unfunded Exposure Test to be satisfied and then (2) to repay the USActive 55323723.3 Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium to the extent applicable, until paid in full; (iii) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower or any Tax Subsidiary that are attributable solely to the operations of the Borrower or any Tax Subsidiary, to the extent not paid pursuant to clause (i); (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix2.04(a)(x) to the extent not paid thereunder; (vi) to pay amounts due to each Approved Valuation Firm under Section 2.04(a)(x2.04(a)(xi) to the extent not paid thereunder;; and (vii) to pay any BDC Tax Distribution: and (viiia) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no during an Unmatured Event of Default has occurred Default, to remain in the Principal Collection Account as Principal Collections and is continuing(b) otherwise, to the Borrower for distribution to the Transferor, any remaining amountsamounts constituting Principal Collections.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v2.04(a)(vii), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, in the Servicer’s discretion, to pay amounts due under Section 2.04(a)(v) but only to be deposited into the extent not paid Collection Account as Principal Collections for reinvestment in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause Eligible Loan Assets; (iii); or (B) during the Amortization Period, to repay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium Premium, until paid in full; (iv) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Collections and Principal Collections set forth herein); (v) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix) to the extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: amounts due under Section 2.04(a)(xi) to the extent not paid thereunder; and (viii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amountsamounts as Principal Collections, which may be distributed to the Transferor at the Borrower’s discretion.

Principal Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (Aw) during prior to the Revolving end of the Reinvestment Period, to pay amounts due under Section 2.04(a)(v) but only the Advances Outstanding up to the extent not paid in full thereunder and to the extent necessary amount required to eliminate any outstanding Borrowing Base Deficiency; (x) after the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 85.0% of the remaining Available Collections on a pro forma basis deposit in the Principal Collection Account shall be distributed to the Lenders to reduce the Advances Outstanding; (y) after giving effect the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 15.0% of the remaining Available Collections on deposit in the Principal Collection Account shall be distributed to all payments through this clause the Borrower (iiior at the direction of the Borrower); or (Bz) during after the Amortization Periodend of the Reinvestment Period if the Principal Sharing Condition is not satisfied, to repay pay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium applicable Make-Whole Premium, until paid in full; (iv) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant previously paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to clause the extent not previously paid, and (i)c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid; (v) to pay amounts due the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under Section 2.04(a)(ix) its Hedging Agreement, to the extent not paid thereunderpaid; (vi) to pay any other amounts due under Section 2.04(a)(x) to this Agreement and the extent not paid thereunderother Transaction Documents; (vii) to pay any BDC Tax Distribution: the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and (viii) to the Borrower, any remaining amounts. Notwithstanding the foregoing, so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default or Event of Default has occurred and is continuingcontinuing or would result, on any Business Day other than a Payment Date, the Borrower may direct the Collateral Agent to apply any amounts on deposit in the Principal Collection Account in accordance with Section 2.04(b)(iii)(w), (b)(iii)(x) and (b)(iii)(y) above, so long as (a) the Principal Sharing Condition is satisfied and (b) an amount at least equal to the Borrower any remaining amountsamount required to make the payments required by Sections 2.04(b)(i) and (b)(ii) on the next Payment Date remains in the Collection Account after such application, as evidenced by the delivery of a Notice of Reduction (which notice shall include a Borrowing Base Certificate) in accordance with Section 2.18(a).

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Principal Collection Account, in accordance with the Servicer Report, Subaccount to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v2.04(a)(vii), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iiiii); or (B) during the Amortization Period, to repay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium Premium, until paid in full; (iv) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (v) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix) to the extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x2.04(a)(xii) to the extent not paid thereunder;; and (vii) to pay any BDC Tax Distribution: and (viiix) so long ascalculated as of the Payment Date, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no if an Unmatured Event of Default has occurred and is continuingcontinuing or would result after giving effect to sub-clause (vii)(y), to remain in the Principal Collection Subaccount as Principal Collections, and (y) otherwise, to the Borrower for payment as directed by the Borrower, any remaining amounts.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (xA) prior to the end of during the Revolving Period (Period, at the discretion of the Servicer)Portfolio Manager, to fund the Unfunded Exposure Account in an amount up to the aggregate Unfunded Exposure Equity Amount; or (B) during the Amortization Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, to repay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium Premium, until paid in full; (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix) to the extent not paid thereunder;; and (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: and (viii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amountsamounts as Principal Collections.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, Account to the Payment Account and on each Payment Date the Collateral Agent shall transfer such Principal Collections in accordance with the Servicer Report, Payment Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v2.04(a)(vii), to the extent not paid thereunder; (ii) (x) prior to the end of during the Revolving Period (at the discretion of but not after a Replacement Servicer Event, in the Servicer)’s discretion, to be deposited into the Unfunded Exposure Collection Account as Principal Collections for reinvestment in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure AmountEligible Loan Assets; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, to the Administrative Agent to repay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium Premium, until paid in full; (iv) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (v) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix) to the extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x2.04(a)(xi) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: amounts due under Section 2.04(a)(xii) to the extent not paid thereunder; and (viii) so long as(x) calculated as of the most recent Measurement Date if another Measurement Date has occurred since the most recent Determination Date, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no if an Unmatured Event of Default has occurred and is continuingcontinuing or would result after giving effect to sub-clause (viii)(y), to remain in the Principal Collection Subaccount as Principal Collections, and (y) otherwise, to the Borrower for payment as directed by the Borrower, any remaining amounts.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Termination Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account and Principal Collections held by the Account Bank in the Canadian Dollar Account, the Euro Account and the GBP Account, as applicable, in accordance with each case to the Servicer Reportextent of available funds, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v(vi), to the extent not paid thereunder; (ii) (x) prior to after the end of the Revolving Reinvestment Period, to pay the Advances Outstanding until paid in full; (iii) pari passu to (a) the Collateral Agent, payment in full of all accrued Collateral Agent Expenses to the extent not previously paid; (b) the Collateral Custodian payment in full of all accrued Collateral Custodian Expenses to the extent not previously paid; (c) the Account Bank, payment in full of all accrued expenses to the extent not previously paid; and (d) pro rata, to each Lender and the Administrative Agent, as applicable, payment in full of any accrued Administrative Expenses to the extent not previously paid; (iv) to pay any other amounts due under this Agreement and the other Transaction Documents; (v) to the Collateral Manager, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder or paid on behalf of the Borrower, plus any outstanding deferred reimbursement amount plus interest thereon as further set forth in Section 6.07; (vi) during the Reinvestment Period (at the discretion of the ServicerCollateral Manager), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit remain in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure AmountCollection Account; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;and (iiivii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v) but only an Unmatured Event of Default (or to the extent not paid an Unmatured Event of Default would otherwise result), to remain in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii)applicable Collection Account; or (B) during otherwise, at the Amortization PeriodBorrower’s election and with prior written notice to the Collateral Agent (which notice may be set forth in the applicable Monthly Report), to repay (x) the Advances Outstanding and Borrower or (y) any accrued and unpaid Prepayment Premium until paid designee of the Borrower, in full; (iv) to the payment of any Administrative Expenseseach case, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix) to the extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: and (viii) so long aspermitted hereunder, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account as of the related Determination Date to the Payment Account, in accordance with and on such Payment Date the Servicer Report, Collateral Agent shall (as directed to the first paragraph of this Section 2.04) transfer such Principal Collections from the Payment Account to the following Persons or account in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v2.04(a)(vii), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, in the Servicer’s discretion, to pay amounts due under Section 2.04(a)(v) but only to be deposited into the extent not paid Collection Account as Principal Collections for reinvestment in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause Eligible Loan Assets; (iii); or (B) during the Amortization Period, to repay the Advances Outstanding and any accrued and unpaid Prepayment Premium Premium, until paid in full; (iv) to make any Permitted RIC Distributions provided that (x) the Borrowing Base Test (Aggregate) is satisfied immediately prior to and immediately after giving effect to such Permitted RIC Distribution (unless otherwise consented to by the Administrative Agent in its sole discretion) and (y) the Borrower gives at least two (2) Business Days’ prior written notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Custodian; (v) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (vi) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (vvii) to pay amounts due under Section 2.04(a)(ix2.04(a)(xii) to the extent not paid thereunder; (viviii) to pay amounts due under Section 2.04(a)(x2.04(a)(xiii) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: ; and (viiiix) so long as(x) calculated as of the Payment Date, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no if an Unmatured Event of Default has occurred and is continuingcontinuing or would result after giving effect to sub-clause (ix)(y), to remain in the Principal Collection Subaccount as Principal Collections, and (y) otherwise, to the Borrower for payment as directed by the Borrower, any remaining amounts.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iiiii); or (B) during the Amortization Period, to repay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium Premium, until paid in full; (iviii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (viv) to pay amounts due under Section 2.04(a)(ix) to the extent not paid thereunder; (viv) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (viivi) to pay any BDC Tax Distribution: amounts due under Section 2.04(a)(xi) to the extent not paid thereunder; (vii) during the Revolving Period, at the sole discretion of the Servicer, to reinvest in Eligible Loan Assets pursuant to Section 2.18 (and for the avoidance of doubt, the Servicer may designate an amount for reinvestment under this clause (vii) that is lower than the funds available, such that the balance shall be distributed under clause (viii) below); and (viii) so long asany remaining amounts, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no (A) if an Unmatured Event of Default has occurred and is continuing, to Collection Account as Principal Collections and (B) if an Unmatured Event of Default is not continuing to the Borrower any remaining amountsfor payment as directed by the Borrower, including (1) as distribution to the Transferor as the holder of the Equity Interest in the Borrower (provided that, on a pro forma basis, (a) such distribution does not result in a Borrowing Base Deficiency, (b) the Collateral Quality Test are satisfied and (c) the Borrower would be in compliance with the Concentration Limitations) or (2) for deposit in the Collection Account as Interest Collections or Principal Collections.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or xxxxx prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iiiii); or (B) during the Amortization Period, (1) to the Unfunded Exposure Account in an amount necessary to cause the Unfunded Exposure Test to be satisfied and then (2) to repay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium to the extent applicable, until paid in full; (iii) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower or any Tax Subsidiary that are attributable solely to the operations of the Borrower or any Tax Subsidiary, to the extent not paid pursuant to clause (i); (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix2.04(a)(x) to the extent not paid thereunder; (vi) to pay amounts due to each Approved Valuation Firm under Section 2.04(a)(x2.04(a)(xi) to the extent not paid thereunder;; and (vii) to pay any BDC Tax Distribution: and (viiiax) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no during an Unmatured Event of Default has occurred Default, to remain in the Principal Collection Account as Principal Collections and is continuing(by) otherwise, to the Borrower for distribution to the Transferor, any remaining amountsamounts constituting Principal Collections.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Principal Collection Account, in accordance with the Servicer Report, Subaccount to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v2.04(a)(vii), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, in the Servicer’s discretion, to pay amounts due under Section 2.04(a)(v) but only to be deposited into the extent not paid Collection Account as Principal Collections for reinvestment in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause Eligible Loan Assets; (iii); or (B) during the Amortization Period, to repay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium Premium, until paid in full; (iv) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (v) to the Transferor, to make a Permitted RIC Distribution; (vi) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i)) above; (vvii) to pay amounts due under Section 2.04(a)(ix2.04(a)(xii) to the extent not paid thereunder; (viviii) to pay amounts due under Section 2.04(a)(x2.04(a)(xiii) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: ; and (viiiix) so long as(x) calculated as of the Payment Date, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no if an Unmatured Event of Default has occurred and is continuingcontinuing or would result after giving effect to sub-clause (ix)(y), to remain in the Principal Collection Subaccount as Principal Collections, and (y) otherwise, to the Borrower for payment as directed by the Borrower, any remaining amounts.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v2.04(a)(vii), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, in the Servicer’s discretion, to pay amounts due under Section 2.04(a)(v) but only to be deposited into the extent not paid Collection Account as Principal Collections for reinvestment in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause Eligible Loan Assets; (iii); or (B) during the Amortization Period, to repay the Advances Outstanding in an amount equal to the product of the (A) Principal Collections held by the Account Bank in the Collection Account and any accrued (B) the Weighted Average Advance Rate and, second, to repay the Advances Outstanding in an amount equal to the product of the (A) Principal Collections held by the Account Bank in the Collection Account and unpaid Prepayment Premium until paid in full(B) the Additional Lender Percentage; (iv) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Collections and Principal Collections set forth herein); (v) to pay amounts due under Section 2.04(a)(x), to the extent not paid thereunder; (vi) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (vvii) to pay amounts due under Section 2.04(a)(ix2.04(a)(xii) to the extent not paid thereunder; (viviii) to pay amounts due under Section 2.04(a)(x2.04(a)(xiii) to the extent not paid thereunder; (viiix) to pay any BDC Tax Distribution: amounts due under Section 2.04(a)(xiv) to the extent not paid thereunder; and (viiix) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amountsamounts as Principal Collections, which may be distributed to the Transferor at the Borrower’s discretion.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, to repay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium Premium, until paid in full; (iv) during the Amortization Period, to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i)) above due to the limitation contained therein; (v) to pay amounts due under Section 2.04(a)(ix) to during the extent not paid thereunder; (vi) Amortization Period, to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: ; and (viiivi) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amountsamounts as Principal Collections, which may be distributed to the Transferor at the Borrower’s discretion.

Principal Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iiiii); or (B) during the Amortization Period, (1) to the Unfunded Exposure Account in an amount necessary to cause the Unfunded Exposure Test to be satisfied and then (2) to repay the Advances Outstanding Outstanding, and any accrued and unpaid Prepayment Premium to the extent applicable, until paid in full; (iii) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower or any Tax Subsidiary that are attributable solely to the operations of the Borrower or any Tax Subsidiary, to the extent not paid pursuant to clause (i); (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix2.04(a)(x) to the extent not paid thereunder;; USActive 55125247.5 63 (vi) to pay amounts due to each Approved Valuation Firm under Section 2.04(a)(x2.04(a)(xi) to the extent not paid thereunder;; and (vii) to pay any BDC Tax Distribution: and (viiia) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no during an Unmatured Event of Default has occurred Default, to remain in the Principal Collection Account as Principal Collections and is continuing(b) otherwise, to the Borrower for distribution to the Transferor, any remaining amountsamounts constituting Principal Collections.

Principal Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, to repay the Advances Outstanding and any accrued and unpaid Prepayment Premium until paid in full; (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix) to the extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: and (viii) so long as, to the Administrative Agent’s's, ServicerService’s and BorrowerBorrowe’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts.

Principal Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account, in accordance with the Servicer ServicerServicing Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(v) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, to repay the Advances Outstanding and any accrued and unpaid Prepayment Premium until paid in full; (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to pay amounts due under Section 2.04(a)(ix) to the extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay any BDC Tax Distribution: and (viii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts.