Common use of Principal Proceeds Clause in Contracts

Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) in Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.

Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Principal Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Principal Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Accountthereof. All Principal Proceeds deposited into the Collection Account shall be retained in the Principal Collection Account and/or and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents overnight Eligible Investments selected by the Portfolio Investment Manager (unless an Event of Default has occurred and is continuing or a Market Value Coverage Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Principal Collection Account shall may be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Coverage Event, the Administrative Agent)) and remitted to the Company to be applied (i) to make payments in accordance with this Agreementpayments, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased or (iii) to make Permitted Distributions, in each case, in accordance with this AgreementAgreement and with, in each the case of clauses (i) and (iii), two (2) Business Days prior notice to the Administrative Agent, and in the case of clause (ii), with one (1) Business Day prior notice to the Administrative Agent. For The Investment Manager shall notify the avoidance of doubtAdministrative Agent and the Collateral Agent if the Investment Manager reasonably determines in good faith that any amounts in the Principal Collection Account have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Principal Proceeds received in connection with Collection Account may be withdrawn by the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.

Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and/or and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents overnight Eligible Investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Portfolio Manager on its behalf (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agentsubject to Section 8.01(b)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or (iii) towards to be deposited into the purchase price of Portfolio Investments purchased Unfunded Exposure Account in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.

Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Principal Collection Account. To the extent Principal Proceeds are received other than by deposit into the Principal Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Principal Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Principal Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that . All Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the Principal Collection Account or the applicable Permitted Non-USD Currency Account. All Principal Proceeds deposited into the Collection Account shall be retained in the Principal Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account and held in cash and/or (other than in the case of the Permitted Non-USD Principal Collection Account in respect of Euros) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) in Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents shall constitute Interest Proceeds. Principal Proceeds on deposit in the Principal Collection Account or an applicable Permitted Non-USD Currency Principal Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.

Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the USD Principal Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. To the extent Principal Proceeds are received other than by deposit into the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Servicer. All Principal Proceeds deposited into the Collection Account shall be retained in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, and held in cash and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents Eligible Investments selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurredcontinuing, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. In the absence of any such direction, amounts held in such accounts will remain uninvested. Principal Proceeds on deposit in the USD Principal Collection Account and the Permitted Non-USD Currency Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuance continuation of an Event of Default or following the occurrence of a Market Value EventDefault, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or (in the case of the USD Principal Collection Account) to be deposited into the Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions as permitted by this Agreement, in each case with prior notice to the Administrative Agent. For The Servicer shall notify the avoidance of doubtAdministrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds received (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event such account shall be used to prepay Advances as set forth therein withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default, at the direction of the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.

Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received by the Company other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance thereof. As used herein, “Principal Proceeds” means all amounts received by the Company with the written direction of respect to the Portfolio Manager; provided that Principal Proceeds denominated Investments or any other Collateral, and all amounts otherwise on deposit in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency AccountAccounts (including cash contributed by the Company), in each case other than Interest Proceeds. All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and/or and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents overnight Eligible Investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Event, the Administrative Agent)) and remitted to the Company to be applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, (iii) to make Permitted Distributions and Permitted RIC Tax Distributions permitted by Article VI, in each case with prior notice to the Administrative Agent. For Agent or (iv) to make advances to the avoidance obligor of doubt, Principal Proceeds received Delayed Funding Term Loans in connection accordance with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agentunderlying instruments relating thereto.

Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Principal Collection Account. To the extent Principal Proceeds are received other than by deposit into the Principal Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Principal Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Principal Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Servicer. All Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into retained in the Principal Collection Account or the applicable Permitted Non-USD Currency Account. All Principal Proceeds deposited into the Collection Account shall be retained and held in cash and/or (other than in the case of the Permitted Non-USD Principal Collection Account and/or in respect of Euros) invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents Eligible Investments selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Principal Collection Account or an applicable Permitted Non-USD Currency Principal Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or to be deposited into the Unfunded Exposure Account or the applicable Permitted Non-USD Currency Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.

Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account. To the extent Principal Proceeds are received other than by deposit into the Principal Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Principal Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Principal Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency AccountManager . All Principal Proceeds deposited into the Collection Account shall be retained in the Principal Collection Account and held in cash and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents Eligible Investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. In the absence of any written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Interest Proceeds shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.

Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and held in cash and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents Eligible Investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement, in each case case, to the extent not otherwise required under this Agreement, with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.

Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and/or and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents overnight Eligible Investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iiiii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For The Portfolio Manager shall notify the avoidance Administrative Agent and the Collateral Agent if the Portfolio Manager reasonably determines in good faith that any amounts in the Collection Account have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in the Collection Account may be withdrawn by the Collateral Agent (at the direction of doubtthe Company and with written confirmation from the Administrative Agent (or, Principal Proceeds received in connection with upon the sale occurrence and during the continuance of any Portfolio Investment pursuant to Section 1.04 following an Event of Default or upon the occurrence of a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of Event, the Administrative Agent)) on the next succeeding Business Day and remitted to the Company.

Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency AccountManager . All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and held in cash and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents Eligible Investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions and/or Permitted Tax Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.

Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable Underlying Instruments) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the USD Principal Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. To the extent Principal Proceeds are received other than by deposit into the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Servicer. All Principal Proceeds deposited into the Collection Account shall be retained in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account, as applicable, and held in cash and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents Eligible Investments selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurredcontinuing, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. In the absence of any such direction, amounts held in such accounts will remain uninvested. Principal Proceeds on deposit in the USD Principal Collection Account and the Permitted Non-USD Currency Accounts shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuance continuation of an Event of Default or following the occurrence of a Market Value EventDefault, the Administrative Agent)) by the Collateral Agent and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or (in the case of the USD Principal Collection Account) to be deposited into the Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions as permitted by this Agreement, in each case with prior notice to the Administrative Agent. For The Servicer shall notify the avoidance of doubtAdministrative Agent and the Collateral Agent if the Servicer reasonably determines in good faith that any amounts in the USD Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds received (which notice shall include a certificate of an officer of the Servicer setting forth the basis for such determination), whereupon such amounts on deposit in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event such account shall be used to prepay Advances as set forth therein withdrawn by the Collateral Agent (at the written direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default, at the direction of the - 67 - Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.

Principal Proceeds. The Company shall notify the obligor (or the relevant agent under the applicable underlying documents) with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that . Notwithstanding the foregoing, Principal Proceeds denominated in a Permitted Non-USD Currency Currencies shall be deposited into the applicable Permitted Non-USD Currency AccountCollection Account in the manner provided above. All Principal Proceeds deposited into the Collection Account shall be retained in theheld in the Collection Account or the applicable Non-USD Collection Account and held in cash and/or invested (and reinvested) at the written direction of the Company (or Administrative Agent in Eligible Investments in the Portfolio Manager on its behalf) in Cash Equivalents applicable Currency selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent); provided that, prior to the date (if any) on which the Non-USD Custodial Account is established in accordance with this Agreement and the Security Trust Deed, Principal Proceeds received in any Permitted Non-USD Currency shall remain uninvested and shall be deposited into the applicable Non-USD Collection Account. All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account or a Non-USD Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement, in each case case, to the extent not otherwise required under this Agreement, with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.

Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received by the Company other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance thereof. As used herein, “Principal Proceeds” means all amounts received by the Company with the written direction of respect to the Portfolio Manager; provided that Principal Proceeds denominated Investments or any other Collateral, and all amounts otherwise on deposit in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency AccountAccounts (including cash contributed by the Company), in each case other than Interest Proceeds. All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and/or and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents overnight Eligible Investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following upon the occurrence and during the continuance of an Event of Default or following upon the occurrence of a Market Value Event, the Administrative Agent)) and remitted to the Company to be applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, (iii) to make Permitted RIC Tax Distributions permitted by Article VI, in each case with prior notice to the Administrative Agent. For Agent or (iv) to make advances to the avoidance obligor of doubt, Principal Proceeds received Delayed Funding Term Loans in connection accordance with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agentunderlying instruments relating thereto.

Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account. To the extent Principal Proceeds are received other than by deposit into the Principal Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Principal Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Principal Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency AccountServicer. All Principal Proceeds deposited into the Collection Account shall be retained in the Principal Collection Account and held in cash and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) Administrative Agent in Cash Equivalents Eligible Investments selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Principal Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company or the Servicer on its behalf (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement or to be deposited into the Unfunded Exposure Account or (iii) to make Permitted Distributions or Permitted RIC Distributions in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.

Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the - 47 - Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) in Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.

Principal Proceeds. The Company shall notify the obligor Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account or a Permitted Non-USD Currency Account, as applicable. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. All Principal Proceeds on deposit in the Permitted Non-USD Currency Accounts shall be converted to U.S. Dollars at the Spot Rate no later than two (2) Business Days prior to each Interest Payment Date, each Additional Distribution Date and the Maturity Date and deposited into the Collection Account for application as described above at the written direction of the Company or the Portfolio Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent). All Principal Proceeds shall be retained in the Collection Account (or any Permitted Non- USD Currency Account, as applicable) and held in cash and/or invested (and reinvested) at the written direction of the Company (or Administrative Agent in Eligible Investments denominated in the Portfolio Manager on its behalf) in Cash Equivalents applicable currency of such account selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account (or any Permitted Non-USD Currency Account, as applicable) shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, (iii) to be deposited into the Unfunded Exposure Account in accordance with this Agreement or (iv) only during the Reinvestment Period, to make Permitted Distributions in accordance with the Priority of Payments or as otherwise permitted under this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.

Principal Proceeds. The Company shall notify the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal Proceeds received by it promptly upon receipt thereof in accordance with the written direction of the Portfolio Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account. All Principal Proceeds deposited into the Collection Account shall be retained in the Collection Account and/or invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) in Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Cash Equivalents shall constitute Interest Proceeds. Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Proceeds Xxxxxxxx received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.