Common use of Principal Proceeds Clause in Contracts

Principal Proceeds. The Company shall notify the Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account or a Permitted Non-USD Currency Principal Collection Account, as applicable. 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 (and, in any case, within one (1) Business Day) 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 Principal Collection Account. Principal Proceeds on deposit in the Permitted Non-USD Currency Principal Collection Account shall be converted to U.S. Dollars by the Collateral Agent at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) 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 Principal 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 Principal Collection Account (or any Permitted Non-USD Currency Principal Collection Account, as applicable) and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments denominated in the 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 Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Principal Proceeds in the Principal Collection Account shall remain uninvested. Principal Proceeds in any Permitted Non-USD Currency Principal Collection Account shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account (or any Permitted Non-USD Currency Principal Collection 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) 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) to make Permitted Distributions or Permitted RIC Distributions in accordance with, and subject to the conditions in, this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal 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 Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account or a Permitted Non-USD Currency Principal Collection Account, as applicable. 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 owned by it to be deposited in the USD Principal Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the USD Principal Collection Account all Principal Proceeds received by it promptly (and, in any case, within one (1) Business Day) immediately upon receipt thereof in accordance with the written direction of the Portfolio Managerthereof; provided that Principal Proceeds denominated in a Permitted Non-USD Currency Currencies shall be deposited into the applicable Permitted Non-USD Currency Euro Principal Collection Account or the GBP Principal Collection Account, as applicable. All Principal Proceeds shall be retained in the USD Principal Collection Account, the Euro Principal Collection Account or the GBP Principal Collection Account, as applicable, and invested (and reinvested) at the written direction of the Investment Manager (or, if a Coverage Event has occurred or an Event of Default has occurred and is continuing, the Administrative Agent) in overnight Eligible Investments. All investment income on such Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Permitted Non-USD Currency Principal Collection Account shall may be converted to U.S. Dollars withdrawn by the Collateral Agent at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) 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 Principal Collection Account for application as described above at the written direction of the Company or the Portfolio Investment 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 Principal Collection Account (or any Permitted Non-USD Currency Principal Collection Account, as applicable) and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments denominated in the 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 Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Principal Proceeds in the Principal Collection Account shall remain uninvested. Principal Proceeds in any Permitted Non-USD Currency Principal Collection Account shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account (or any Permitted Non-USD Currency Principal Collection 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 Coverage Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreementpayments, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, or (iii) to be deposited into the Unfunded Exposure Account make Permitted Distributions, in each case, in accordance with this Agreement or (iv) to make Permitted Distributions or Permitted RIC Distributions in accordance and with, in the case of clauses (i) and subject (iii), two (2) Business Days prior notice to the conditions inAdministrative Agent, this Agreementand in the case of clause (ii), in each case with one (1) Business Day prior notice to the Administrative Agent. For Principal Proceeds on deposit in the avoidance of doubt, Euro Principal Xxxxxxxx received in connection with Collection Account or the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event GBP Principal Collection Account shall be used converted to prepay Advances U.S. dollars at the Spot Rate one (1) Business Day after receipt of such Principal Proceeds and deposited into the USD Principal Collection Account for application as set forth therein described above at the written direction of the Company or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent). The Investment Manager shall notify the Administrative Agent and the Collateral Agent if the Investment Manager reasonably determines in good faith that any amounts in any such Account have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts may be withdrawn by the Collateral Agent or Collateral Trustee, as applicable (at the direction of the Company or the Investment Manager on its behalf (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 or the Investment Manager on its behalf.

Principal Proceeds. The Company shall notify the Portfolio Investment Obligor obligor (or the relevant agent under the applicable Underlying Documents) with respect to each Portfolio Investment Fund Asset owned by the Company to remit all amounts that constitute Principal Proceeds to the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or a Permitted Non-USD Currency the Euro Principal Collection Account, as applicable. To the extent Principal Proceeds are received other than by deposit into the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, the Company shall cause all Principal Proceeds received on the Portfolio Investments Fund Assets owned by the Company to be deposited in the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Euro Principal Collection Account, as applicable, all Principal Proceeds received by it promptly (and, in any case, within one (1) Business Day) 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 Principal Collection Account. Principal Proceeds on deposit in the Permitted Non-USD Currency Principal Collection Account shall be converted to U.S. Dollars by the Collateral Agent at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) 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 Principal 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 Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account (or any Permitted Non-USD Currency the Euro Principal Collection Account, as applicable) , and be held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent Company (or the Manager on its behalf) in Eligible Investments denominated in the 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 occurredcontinuing, in which case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds. In If, prior to the absence occurrence of any such written direction from an Event of Default, the Company (or the Portfolio Manager on its behalf) shall not have given any such investment directions, the Collateral Agent shall within five Business Days after transfer of such funds to the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account or the Administrative AgentEuro Principal Collection Account, as applicable, Principal Proceeds invest and reinvest the funds held in such Collateral Account, as fully as practicable in the Principal Collection Account Standby Directed Investment. After the occurrence and during the continuance of an Event of Default, if the Administrative Agent shall remain uninvested. Principal Proceeds in not have given any Permitted Non-USD Currency Principal Collection Account such investment directions such funds shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account, the GBP Principal Collection Account, the CAD Principal Collection Account (or any Permitted Non-USD Currency the Euro Principal Collection Account, as applicable) , shall be withdrawn by the Collateral Agent (at the written direction of the Company or the 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 EventDefault, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price of Portfolio Investments Fund Assets purchased in accordance with this Agreement, (iii) to be deposited into the Unfunded Exposure Account in accordance with this Agreement or (iviii) to make Permitted Distributions or Permitted RIC Distributions in accordance with, and subject to the conditions in, with this Agreement. The Manager shall notify the Company, Administrative Agent and the Collateral Agent if the Manager reasonably determines in each case good faith that any amounts in the 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 (which notice shall include a certificate of an officer of the Manager setting forth the basis for such determination), whereupon such amounts on deposit in such account may be withdrawn by the Collateral Agent (at the direction of the Company and with prior notice to written confirmation from the Administrative Agent. For Agent (or, upon the avoidance occurrence and during the continuance of doubtan Event of Default, Principal 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) on the next succeeding Business Day and remitted to or at the direction of the Company.

Principal Proceeds. 41- The Company shall notify the Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account or a Permitted Non-USD Currency Principal Collection Account, as applicable. 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 owned by it to be deposited in the USD Principal Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the USD Principal Collection Account all Principal Proceeds received by it promptly (and, in any case, within one (1) Business Day) immediately upon receipt thereof in accordance with the written direction of the Portfolio Managerthereof; provided that Principal Proceeds denominated in a Permitted Non-USD Currency Currencies shall be deposited into the applicable Permitted Non-USD Currency Euro Principal Collection Account or the GBP Principal Collection Account, as applicable. All Principal Proceeds shall be retained in the USD Principal Collection Account, the Euro Principal Collection Account or the GBP Principal Collection Account, as applicable, and invested (and reinvested) at the written direction of the Investment Manager (or, if a Coverage Event has occurred or an Event of Default has occurred and is continuing, the Administrative Agent) in overnight Eligible Investments. All investment income on such Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Permitted Non-USD Currency Principal Collection Account shall may be converted to U.S. Dollars withdrawn by the Collateral Agent at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) 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 Principal Collection Account for application as described above at the written direction of the Company or the Portfolio Investment 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 Principal Collection Account (or any Permitted Non-USD Currency Principal Collection Account, as applicable) and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments denominated in the 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 Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Principal Proceeds in the Principal Collection Account shall remain uninvested. Principal Proceeds in any Permitted Non-USD Currency Principal Collection Account shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account (or any Permitted Non-USD Currency Principal Collection 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 Coverage Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreementpayments, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, or (iii) to be deposited into the Unfunded Exposure Account make Permitted Distributions, in each case, in accordance with this Agreement or (iv) to make Permitted Distributions or Permitted RIC Distributions in accordance and with, in the case of clauses (i) and subject (iii), two (2) Business Days prior notice to the conditions inAdministrative Agent, this Agreementand in the case of clause (ii), in each case with one (1) Business Day prior notice to the Administrative Agent. For Principal Proceeds on deposit in the avoidance of doubt, Euro Principal Xxxxxxxx received in connection with Collection Account or the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event GBP Principal Collection Account shall be used converted to prepay Advances U.S. dollars at the Spot Rate one (1) Business Day after receipt of such Principal Proceeds and deposited into the USD Principal Collection Account for application as set forth therein described above at the written direction of the Company or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent). The Investment Manager shall notify the Administrative Agent and the Collateral Agent if the Investment Manager reasonably determines in good faith that any amounts in any such Account have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts may be withdrawn by the Collateral Agent or Collateral Trustee, as applicable (at the direction of the Company or the Investment Manager on its behalf (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 or the Investment Manager on its behalf. Section 4.03.

Principal Proceeds. The Company shall notify the Portfolio Investment Obligor 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 Principal Collection Account or a Permitted Non-USD Currency Principal Collection Account, as applicable. 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 (and, in any case, within one (1) Business Day) 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 Principal Collection Account. Principal Proceeds on deposit Account in the Permitted Non-USD Currency Principal Collection Account shall be converted to U.S. Dollars by the Collateral Agent at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) 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 Principal 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)manner provided above. All Principal Proceeds shall be retained held in the Principal Collection Account (or any Permitted the applicable Non-USD Currency Principal Collection Account, as applicable) Account and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments denominated in the applicable currency of such account 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 Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Principal Proceeds in the Principal Collection Account shall remain uninvested. Principal Proceeds in any Permitted Non-USD Currency Principal Collection Account shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account (or any Permitted a Non-USD Currency Principal Collection Account, as applicable) 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) 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 (iviii) to make Permitted Distributions or Permitted RIC Distributions in accordance with, and subject to the conditions in, 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 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.. #90948295v3

Principal Proceeds. The Company shall notify the Portfolio Investment Obligor obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account or 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, as applicable. 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 - 40 - Account all Principal Proceeds received by it promptly (and, in any case, within one (1) Business Day) 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 Principal Collection Account. Principal Proceeds on deposit in the Permitted Non-USD Currency Principal Collection Account shall be converted to U.S. Dollars by the Collateral Agent at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) 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 Principal 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)Servicer. All Principal Proceeds shall be retained in the Principal Collection Account (or any the applicable Permitted Non-USD Currency Principal Collection Account, as applicable) 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 Administrative Agent in Eligible Investments denominated in the applicable currency of such account 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 Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Principal Proceeds in the Principal Collection Account shall remain uninvested. Principal Proceeds in any Permitted Non-USD Currency Principal Collection Account shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account (or any an applicable Permitted Non-USD Currency Principal Collection Account, as applicable) 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) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, (iii) Agreement or to be deposited into the Unfunded Exposure Account in accordance with this Agreement or the applicable Permitted Non-USD Currency Unfunded Exposure Account or (iviii) to make Permitted Distributions or Permitted RIC Distributions in accordance with, and subject to the conditions in, with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Xxxxxxxx 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 Portfolio Investment Obligor obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account or a Permitted Non-USD Currency Principal Collection Account, as applicable. 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 (and, in any case, within one (1) Business Day) 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 Principal Collection Account. Principal Proceeds on deposit in the Permitted Non-USD Currency Principal Collection Account Accounts shall be converted to U.S. Dollars by the Collateral Agent dollars at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) no later than two (2) Business Days prior to each Interest Payment Date, each Additional Distribution Payment Date and the Maturity Date and deposited into the Principal 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 deposited into the Collection Account shall be retained in the Principal Collection Account (or any Permitted Non-USD Currency Principal Collection Account, as applicable) and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments denominated in the 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 Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Principal Proceeds in the Principal Collection Account shall remain uninvested. Principal Proceeds in any Permitted Non-USD Currency Principal Collection Account shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account (or any Permitted Non-USD Currency Principal Collection 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) to make Permitted Distributions or Permitted RIC Distributions in accordance with, and subject to the conditions in, this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Xxxxxxxx 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. The Portfolio Manager shall notify the 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 the Company and with written confirmation from the Administrative Agent (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)) on the next succeeding Business Day and remitted to or at the direction of the Company.

Principal Proceeds. The Company shall notify the Portfolio Investment Obligor 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 Principal Collection Account or a Permitted Non-USD Currency Principal Collection Account, as applicable. 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 (and, in any case, within one (1) Business Day) 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 Principal Collection Account. Principal Proceeds on deposit Account in the Permitted Non-USD Currency Principal Collection Account shall be converted to U.S. Dollars by the Collateral Agent at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) 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 Principal 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)manner provided above. All Principal Proceeds shall be retained held in the Principal Collection Account (or any Permitted the applicable Non-USD Currency Principal Collection Account, as applicable) Account and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments denominated in the applicable currency of such account 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 Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Principal Proceeds in the Principal Collection Account shall remain uninvested. Principal Proceeds in any Permitted Non-USD Currency Principal Collection Account shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account (or any Permitted a Non-USD Currency Principal Collection Account, as applicable) 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) 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 (iviii) to make Permitted Distributions or Permitted RIC Distributions in accordance with, and subject to the conditions in, 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 Xxxxxxxx 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 Portfolio Investment Obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account or a Permitted Non-USD Currency Principal Collection Account, as applicable. 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 owned by it to be deposited in the USD Principal Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the USD Principal Collection Account all Principal Proceeds received by it promptly (and, in any case, within one (1) Business Day) immediately upon receipt thereof in accordance with the written direction of the Portfolio Managerthereof; provided that Principal Proceeds denominated in a Permitted Non-USD Currency Currencies shall be deposited into the applicable Permitted Non-USD Currency Euro Principal Collection Account, the GBP Principal Collection Account or a Permitted CAD Account, as applicable. All Principal Proceeds shall be retained in the USD Principal Collection Account, the Euro Principal Collection Account, the GBP Principal Collection Account or the designated Permitted CAD Account, as applicable, and invested (and reinvested) at the written direction of the Investment Manager (or, if a Coverage Event has occurred or an Event of Default has occurred and is continuing, the Administrative Agent) in overnight Eligible Investments. All investment income on such Eligible Investments shall constitute Interest Proceeds. Principal Proceeds on deposit in the Permitted Non-USD Currency Principal Collection Account shall may be converted to U.S. Dollars withdrawn by the Collateral Agent at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) 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 Principal Collection Account for application as described above at the written direction of the Company or the Portfolio Investment 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 Principal Collection Account (or any Permitted Non-USD Currency Principal Collection Account, as applicable) and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments denominated in the 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 Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Principal Proceeds in the Principal Collection Account shall remain uninvested. Principal Proceeds in any Permitted Non-USD Currency Principal Collection Account shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account (or any Permitted Non-USD Currency Principal Collection 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 Coverage Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreementpayments, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, or (iii) to be deposited into the Unfunded Exposure Account make Permitted Distributions, in each case, in accordance with this Agreement or (iv) to make Permitted Distributions or Permitted RIC Distributions in accordance and with, in the case of clauses (i) and subject (iii), two (2) Business Days prior notice to the conditions inAdministrative Agent, this Agreementand in the case of clause (ii), in each case with one (1) Business Day prior notice to the Administrative Agent. For Principal Proceeds on deposit in the avoidance of doubtEuro Principal Collection Account, the GBP Principal Xxxxxxxx received in connection with Collection Account or the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event designated Permitted CAD Account shall be used to prepay Advances exchanged for U.S. dollars at the Spot Rate one (1) Business Day after receipt of such Principal Proceeds and deposited into the USD Principal Collection Account for application as set forth therein described above at the written direction of the Company or the Investment Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent). The Investment Manager shall notify the Administrative Agent and the Collateral Agent if the Investment Manager reasonably determines in good faith that any amounts in any such Account or Permitted CAD Account have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts may be withdrawn by the Collateral Agent or Collateral Trustee, as applicable (at the direction of the Company or the Investment Manager on its behalf (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 or the Investment Manager on its behalf.

Principal Proceeds. The Company shall notify the Portfolio Investment Obligor obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal Collection Account or a Permitted Non-USD Currency Principal Collection Account, as applicable. 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 (and, in any case, within one (1) Business Day) immediately upon receipt thereof in accordance with the written direction of the Portfolio ManagerServicer; provided that Principal Proceeds denominated in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Principal Collection Account. Other than amounts allocated to purchase a Permitted Non-USD Currency Portfolio Investment following the satisfaction of the conditions precedent set forth in Section 1.03 (and only for the fifteen (15) Business Day period set forth therein), Principal Proceeds on deposit in the Permitted Non-USD Currency Principal Collection Account Accounts shall be (a) converted to the U.S. Dollars by the Collateral Agent at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) no later than (x) two (2) Business Days prior to (i) each Interest Payment Date, if the unfunded portion of the applicable Delayed Funding Term Loan or Revolving Loan has been fully funded and (ii) the Scheduled Termination Date, (y) the Maturity Date, if the Maturity Date occurs prior to the Scheduled Termination Date and (z) each Additional Distribution Date and the Maturity Date and (b) deposited into the Principal Collection Account for application as described above at the written direction of the Company or the Portfolio Manager Servicer on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Collateral Value Event, the Administrative Agent). All Principal Proceeds shall be retained in the Principal Collection Account (or any Permitted Non-USD Currency Principal Collection Account, as applicable) and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments denominated in the applicable currency of such account selected by the Portfolio Manager Servicer (unless an Event of Default has occurred and is continuing or a Market Collateral Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Principal Proceeds in the Principal Collection Account shall remain uninvested. Principal Proceeds in any Permitted Non-USD Currency Principal Collection Account shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account (or any Permitted Non-USD Currency Principal Collection Account, as applicable) 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 Collateral Value Event, the Administrative Agent)) and applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, (iii) to be deposited into the Unfunded Exposure Account or (iv) during the Reinvestment Period to make Permitted Distributions in accordance with this Agreement or (ivv) to make Permitted Distributions or Permitted RIC Distributions in accordance with, and subject to the conditions in, with this Agreement, in each case with prior notice to the Administrative Agent. For the avoidance of doubt, Principal Xxxxxxxx Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Collateral 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 Portfolio Investment Obligor 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 Principal Collection Account or a Permitted Non-USD Currency Principal Collection Account, as applicable. 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 (and, in any case, within one (1) Business Day) 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 Principal Collection Account. Principal Proceeds on deposit Account in the Permitted Non-USD Currency Principal Collection Account shall be converted to U.S. Dollars by the Collateral Agent at the Spot Rate designated by the Administrative Agent (and notified to the Collateral Agent) 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 Principal 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)manner provided above. All Principal Proceeds shall be retained held in the Principal Collection Account (or any Permitted the applicable Non-USD Currency Principal Collection Account, as applicable) Account and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in Eligible Investments denominated in the applicable currency of such account 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 Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Principal Proceeds in the Principal Collection Account shall remain uninvested. Principal Proceeds in any Permitted Non-USD Currency Principal Collection Account shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account (or any Permitted a Non-USD Currency Principal Collection Account, as applicable) 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) 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 (iviii) to make Permitted Distributions or Permitted RIC Distributions in accordance with, and subject to the conditions in, 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 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 Portfolio Investment Obligor obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Principal Proceeds to the Principal Collection Account or a Permitted Non-USD Currency Principal Collection Account, as applicable. To the extent Principal Proceeds are received by the Company other than by deposit into the Principal 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 (and, in any case, within one (1) Business Day) 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 in Investments (other than proceeds from a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Principal Collection Account. Principal Proceeds Affiliate Sale) or any other Collateral, and all amounts otherwise on deposit in the Permitted Non-USD Currency Principal Collection Account Accounts (including cash contributed by the Company), in each case other than Interest Proceeds or amounts on deposit in the Interest Reserve Account. In respect of any Portfolio Investment that is Convertible Notes, (a) any cash received upon conversion of such Convertible Notes shall be converted deemed to U.S. Dollars by the Collateral Agent at the Spot Rate designated by the Administrative Agent be Principal Proceeds and (and notified b) any shares of Common Stock received upon conversion of such Convertible Notes shall not be Principal Proceeds (but any sale of such Common Stock shall be Principal Proceeds). The Company shall cause all shares of Common Stock received upon conversion of Convertible Notes to be deposited to the Collateral Agent) 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 Principal 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)Custodial Account. All Principal Proceeds shall be retained in the Principal Collection Account (or any Permitted Non-USD Currency Principal Collection Account, as applicable) and held in cash and/or invested (and reinvested) at the written direction of the Administrative Agent in overnight Eligible Investments denominated in the applicable currency of such account selected by the Portfolio Manager Company (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 Eligible Investments shall constitute Interest Proceeds. In the absence of any such written direction from the Company (or the Portfolio Manager on its behalf) or the Administrative Agent, as applicable, Principal Proceeds in the Principal Collection Account shall remain uninvested. Principal Proceeds in any Permitted Non-USD Currency Principal Collection Account shall remain uninvested. Principal Proceeds on deposit in the Principal Collection Account (or any Permitted Non-USD Currency Principal Collection Account, as applicable) shall be withdrawn by the Collateral Agent (i) to be applied pursuant to the applicable Priority of Payments and (ii) 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 , to be remitted to the Company to be applied (ix) to make payments prepayments of the Advance in accordance with this Agreement, (ii) 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 (ivy) to make Permitted Distributions (or, upon the occurrence of a Coverage Event or Permitted RIC Distributions in accordance withthe occurrence and continuance of an Event of Default, and subject to the conditions in, this Agreement, in each case with prior notice to as directed by the Administrative Agent. For the avoidance of doubt, Principal 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).