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

Interest Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ix) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections.

Interest Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence and continuance of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) pari passu to (a) the payment of Taxes, registration taxes and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrowerany applicable government fees; provided that the aggregate amounts payable under pursuant to this subclause (a) (and Sections 2.04(b)(i)(a) and 2.04(c)(i)(a), if applicable) shall not, collectively, exceed $50,000 for any 12 month period, (b) the Collateral Agent, in payment in full of all accrued Collateral Agent Fees and Collateral Agent Expenses, (c) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and Collateral Custodian Expenses and (d) the Account Bank, in payment in full of all accrued Account Bank Fees and Account Bank Expenses; provided that amounts payable with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank Expenses pursuant to this clause (i) (and Sections 2.04(b)(i) and 2.04(c)(i), if applicable) shall not not, collectively, exceed the Tax Expense Cap$100,000 for any 12 month period; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iviii) pro rata, in accordance with the amounts due under this clause (iv)clause, to each Lender Agent, for the account of the applicable Lender, all Yield, Yield and the Unused Non-Usage Fee, and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (viiv) pro rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including reasonable and documented attorneys' ’ fees, costs and expenses), Increased Costs ) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents; (viiv) to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency; (vi) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii)Make-Whole Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in fullAgreement; (viiivii) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant to clause previously paid, (iib) above due the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the limitation contained therein; extent not previously paid, and (ixc) to pay the Account Bank, in payment in full of all accrued Account Bank Expenses to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documentsextent not previously paid; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees, except to the extent that the Servicer elects to waive or defer such current or previously due Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including reasonable and documented attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ix) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein); (x) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxi) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections, to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholders.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the extent not waived by the Servicer, to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (1) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency and (2) if the Minimum Equity Amount is not satisfied, to pay the Advances Outstanding in the amount necessary to reduce the Advances Outstanding until the Minimum Equity Amount, as applicable, is satisfied, in each case on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount; (viii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viiiix) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Collections and Principal Collections set forth herein); (x) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixxi) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxii) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xiixiii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections, which may be distributed to the Transferor or otherwise applied at the Borrower’s discretion.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees, but only to the extent that the Servicer is not an Affiliate of the Borrower, the Transferor or AGTB Fund Manager, LLC; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding, to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ix) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses;; and (xi) to pay any BDC Tax Distribution; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the BorrowerBorrower (or its designee), any remaining amounts as Interest Collectionsamounts.

Interest Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) pari passu to (a) the Collateral Agent, in payment in full of Taxesall accrued Collateral Agent Fees and Collateral Agent Expenses, registration (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and filing Collateral Custodian Expenses and (c) the Account Bank, in payment in full of all accrued fees then and expenses due and owing by under the Borrower that are attributable solely to the operations of the BorrowerW▇▇▇▇ Fargo Fee Letter; provided that the aggregate amounts payable under with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to this clause (i) (and Section 2.04(b)(i) and (c)(i), if applicable) shall not not, collectively, exceed $50,000 for any 12-month period; provided further that if there are any indemnification obligations owed to the Tax Expense CapCollateral Agent, the Collateral Custodian or the Account Bank which cause such amounts payable to exceed $50,000 for any 12-month period, then amounts payable pursuant to this clause (i) (and Section 2.04(b)(i) and (c)(i), if applicable) shall not, collectively, exceed $100,000 for any 12-month period; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; provided that, on any Payment Date whereby the Servicer elects to waive payment of the Servicing Fee, the Servicer may be reimbursed for any reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; provided further that amounts payable in respect of any costs and expenses pursuant to this clause (ii) (and Section 2.04(b)(i) and (c)(ii), if applicable) shall not, collectively, exceed $50,000 for any 12-month period; (iii) to the Hedge Counterparty, any amounts (other than any Hedge Breakage Costs) owing to that Hedge Counterparty under its Hedging Agreement in respect of any Hedge Transaction(s); (iv) pro rata, in accordance with the amounts due under this clause (iv)clause, to each Lender Agent, for the account of the applicable Lender, all Yield, Yield and the Unused Fee, and any Breakage Fees Non-Usage Fee that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs ) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents; (vi) (a) after the end of the Reinvestment Period, to reduce the Advances Outstanding to the extent of any outstanding Warranty Amount and (b) to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency; (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii)Make-Whole Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b2.18(b), until paid in full; (viii) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant to clause previously paid, (iib) above due the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the limitation contained thereinextent not previously paid, and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid; (ix) to the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement; (x) to pay any other amounts due (other than with respect to the repayment of Advances Outstanding) under this Agreement and the other Transaction Documents; (xi) to the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distributionhereunder; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collectionsamounts.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware of the occurrence absence of an Optional Sale or a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower and any Tax Subsidiaries that are attributable solely to the operations of the BorrowerBorrower or such Tax Subsidiaries; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each LenderLender and the Administrative Agent, as applicable, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii2.04(b)(ii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower or any Tax Subsidiary that are attributable solely to the operations of the Borrower or any Tax Subsidiary, to the extent not paid pursuant to clause (i); (ix) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixx) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxi) to pay to the each Approved Valuation Firm Firm, all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xiia) so long asduring an Unmatured Event of Default, to remain in the Interest Collection Account as Interest Collections and (b) otherwise, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, Borrower for distribution to the BorrowerTransferor, any remaining amounts as constituting Interest Collections.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent Account Bank shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iviii), to each Lender, all Yield, the Unused Fee, Yield and any Breakage Fees that are accrued and and/or unpaid as of the last day of the related Remittance Period; (iv) to the payment of the BMO Servicer of the Sourcing and Servicing Fee under and as defined in the Sourcing and Servicing Agreement; (v) in the event that an Overcollateralization Failure exists, and if the Borrower elects to pay repay Advances Outstanding in order to cure such Overcollateralization Failure, to repay the Advances Outstanding to the extent in amount necessary to eliminate any outstanding Borrowing Base Deficiency cause the Advance Rate Test to be satisfied on a pro forma basis after giving effect to all payments through this clause (v); provided that so long as such Overcollateralization Failure exists payments shall be made in accordance with Section 2.04(c); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and and/or unpaid fees, expenses (including external attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixviii) to pay to the Servicer, Manager all reasonable fees and expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xiiix) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuingcontinuing and the Advance Rate Test is satisfied, to the BorrowerBorrower (or its designee), any remaining amounts as Interest Collectionsamounts.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the extent not waived by the Servicer, to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (1) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency and (2) if the Minimum Equity Amount is not satisfied, to pay the Advances Outstanding in the amount necessary to reduce the Advances Outstanding until the Minimum Equity Amount, as applicable, is satisfied, in each case on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount; (viii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viiiix) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein); (x) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixxi) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxii) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xiixiii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections, which may be distributed to the Transferor or otherwise applied at the Borrower’s discretion.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees, except to the extent that the Servicer elects to waive or defer such current or previously due Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including reasonable and documented attorneys' ’ fees, costs and expenses), Increased Costs Costs, the Administrative Agent Fee and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ix) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein); (x) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxi) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections, to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholders.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Interest Collection Account, in accordance with the Servicer Report, Subaccount to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the extent not waived by the Servicer, to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all (1) Yield, (2) the Unused Fee, Fee and (3) any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; |US-DOCS\148390876.14|| (vi) to pay the Advances Outstanding (1) to the extent necessary to eliminate any outstanding Borrowing Base Deficiency in its entirety, or (2) if the Portfolio ICR Test is not satisfied, until the Portfolio ICR Test is satisfied on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (1) first, to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full, and (2) second, during the Amortization Period, to repay the Advances Outstanding, and any accrued and unpaid Prepayment Premium, until paid in full; (viiiix) to the Transferor, to make a Permitted RIC Distribution; (x) to the payments of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (xi) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixxii) to pay to the Servicer, all reasonable expenses incurred in connection with the performance payment of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all any accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long asServicing Fees, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, extent not paid pursuant to the Borrower, any remaining amounts as Interest Collections.clause (iii) above; and

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Senior Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii2.04(b)(ii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ix) to the Servicer, in payment in full of all accrued and unpaid Subordinated Servicing Fees; (x) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution[reserved]; and (xii) so long asany remaining amounts, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no (A) if an Unmatured Event of Default has occurred and is continuing, to the Collection Account as Interest Collections and (B) if an Unmatured Event of Default is not continuing, to the Borrower for payment as directed by the Borrower, any remaining amounts including (1) as a distribution to the Transferor as the holder of the Equity Interest in the Borrower or (2) for deposit in the Collection Account as Interest Collections or Principal Collections.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, Account to the Payment Account and on each Payment Date the Collateral Agent shall transfer such Interest Collections in accordance with the Servicer Report, Payment Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to the Administrative Agent for distribution to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to the Administrative Agent for distribution to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (viivi) to the Administrative Agent to pay the Advances OutstandingOutstanding (1) first, together with to the extent necessary to eliminate any applicable Prepayment Premium not paid pursuant outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to Section 2.04(b)(iiiall payments through this clause (vi), and (2) second, to the extent necessary to eliminate any deficiency resulting from the Portfolio ICR Test, on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to the Unfunded Exposure Account in connection with any complete refinancing or termination of this Agreement an amount necessary to cause the amount on deposit in accordance with Section 2.16(b)the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (viii) during the Amortization Period, if the Diversity Score is less than 10, to the Administrative Agent pay the Advances Outstanding, until paid in full; (viiiix) to the payments of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (x) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixxi) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxii) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xiixiii) so long as(x) calculated as of the most recent Measurement Date if another Measurement Date has occurred since the most recent Determination Date, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no if an Unmatured Event of Default has occurred and is continuingcontinuing or would result after giving effect to sub-clause (xiii)(y), to remain in the Interest Collection Subaccount as Interest Collections, and (y) otherwise, to the Borrower for payment as directed by the Borrower, any remaining amounts as Interest Collectionsamounts.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the extent not waived by the Servicer, to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii2.04(b)(ii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the Transferor, to make a Permitted RIC Distribution in the amount instructed by the Servicer; (ix) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixx) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxi) to pay deposit into the Unfunded Exposure Account an amount necessary to cause the Valuation Firm all accrued and unpaid fees and expensesamounts on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount; (xixii) during the Amortization Period, to pay any BDC Tax Distributionrepay the Advances Outstanding until paid in full; and (xiixiii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections, which may be distributed to the Transferor or otherwise applied at the Borrower’s discretion.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent Account Bank shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iviii), to each Lender, all Yield, the Unused Fee, Yield and any Breakage Fees that are accrued and and/or unpaid as of the last day of the related Remittance Period; (iv) to the payment ofpay to the BMO Servicer of, the accrued and unpaid the Sourcing and Servicing Fee under and as defined in the Sourcing and Servicing Agreement; (v) in the event that an Overcollateralization Failure exists, and if the Borrower elects to pay repay Advances Outstanding in order to cure such Overcollateralization Failure, to repay the Advances Outstanding to the extent in amount necessary to eliminate any outstanding Borrowing Base Deficiency cause the Advance Rate Test to be satisfied on a pro forma basis after giving effect to all payments through this clause (v); provided that so long as such Overcollateralization Failure exists payments shall be made in accordance with Section 2.04(c); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and and/or unpaid fees, expenses (including external attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixviii) to pay to the Servicer, Manager all reasonable fees and expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xiiix) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuingcontinuing and the Advance Rate Test is satisfied, to the BorrowerBorrower (or its designee), any remaining amounts as Interest Collectionsamounts.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the ServicerPortfolio Manager, in payment in full of all accrued and unpaid Servicing Portfolio Management Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Yield and any Breakage Fees Unused Fee that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ix) to pay to the ServicerPortfolio Manager, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) at the discretion of the Portfolio Manager, to pay fund the Unfunded Exposure Account in an amount up to the Valuation Firm all accrued and unpaid fees and expensesAggregate Unfunded Exposure Amount; (xi) to pay make any BDC Permitted Tax DistributionDistributions or Permitted Distributions at the direction of the Borrower; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account as of the related Determination Date to the Payment Account, in accordance with and on such Payment Date the Servicer Report, Collateral Agent shall (as directed to the first paragraph of this Section 2.04) transfer such Interest Collections from the Payment Account to the following Persons or account in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (vvi); (vivii) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under Unfunded Exposure Account in an amount necessary to cause the Transaction Documentsamount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount; (viiviii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii2.04(b)(ii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viiiix) to make any Permitted RIC Distributions provided that (x) the Borrowing Base Test (Aggregate) is satisfied immediately prior to and immediately after giving effect to such Permitted RIC Distribution (unless otherwise consented to by the Administrative Agent in its sole discretion) and (y) the Borrower gives at least two (2) Business Days’ prior written notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Custodian; (x) to the payments of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (xi) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixxii) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxiii) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xiixiv) so long as(x) calculated as of the Payment Date, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no if an Unmatured Event of Default has occurred and is continuingcontinuing or would result after giving effect to sub-clause (xiv)(y), to remain in the Interest Collection Subaccount as Interest Collections, and (y) otherwise, to the Borrower for payment as directed by the Borrower, any remaining amounts as Interest Collectionsamounts.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees, but only to the extent that the Servicer is not an Affiliate of the Borrower, the Transferor or AGTB Fund Manager, LLC; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (viivi) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (ii) above due to the limitation contained thereinvi); (ix) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware of the occurrence absence of an Optional Sale or a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower and any Tax Subsidiaries that are attributable solely to the operations of the BorrowerBorrower or such Tax Subsidiaries; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each LenderLender and the Administrative Agent, as applicable, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii2.04(b)(ii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower or any Tax Subsidiary that are attributable solely to the operations of the Borrower or any Tax Subsidiary, to the extent not paid pursuant to clause (i); (ix) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixx) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxi) to pay to the each Approved Valuation Firm Firm, all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long as(x) during an Unmatured Event of Default, to remain in the Interest Collection Account as Interest Collections and (y) otherwise, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, Borrower for distribution to the BorrowerTransferor, any remaining amounts as constituting Interest Collections.

Interest Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) pari passu to (a) the Collateral Agent, in payment in full of Taxesall accrued Collateral Agent Fees and Collateral Agent Expenses, registration (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and filing Collateral Custodian Expenses and (c) the Account Bank, in payment in full of all accrued fees then and expenses due and owing by under the Borrower that are attributable solely to the operations of the BorrowerW▇▇▇▇ Fargo Fee Letter; provided that the aggregate amounts payable under with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to this clause (i) (and Section 2.04(b)(i) and (c)(i), if applicable) shall not not, collectively, exceed the Tax Expense Cap$50,000 for any 12-month period; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; provided that, on any Payment Date whereby the Servicer elects to waive payment of the Servicing Fee, the Servicer may be reimbursed for any reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; provided further that amounts payable in respect of any costs and expenses pursuant to this clause (ii) (and Section 2.04(b)(i) and (c)(ii), if applicable) shall not, collectively, exceed $50,000 for any 12-month period; (iii) to the Hedge Counterparty, any amounts (other than any Hedge Breakage Costs) owing to that Hedge Counterparty under its Hedging Agreement in respect of any Hedge Transaction(s); (iv) first, to the Administrative Agent, any accrued and unpaid Agency Services Fee and second, to pay pro rata, in accordance with the amounts due under this clause (iv)clause, to the Swingline Lender and each Lender Agent, for the account of the applicable Lender, all Yield, Yield and the Unused Non-Usage Fee, and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender Agent (for the account of the applicable Lender), the Swingline Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs ) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency; (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii)Make-Whole Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b2.18(b), until paid in full; (viii) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant to clause previously paid, (iib) above due the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the limitation contained thereinextent not previously paid, and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid; (ix) to the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement; (x) to pay any other amounts due (other than with respect to the repayment of Advances Outstanding) under this Agreement and the other Transaction Documents; (xi) to the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distributionhereunder; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collectionsamounts.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware of the occurrence absence of an Optional Sale or a continuing Event of Default or ▇▇▇▇▇ prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower and any Tax Subsidiaries that are attributable solely to the operations of the BorrowerBorrower or such Tax Subsidiaries; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each LenderLender and the Administrative Agent, as applicable, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii2.04(b)(ii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower or any Tax Subsidiary that are attributable solely to the operations of the Borrower or any Tax Subsidiary, to the extent not paid pursuant to clause (i); (ix) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixx) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxi) to pay to the each Approved Valuation Firm Firm, all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long as(ax) during an Unmatured Event of Default, to remain in the Interest Collection Account as Interest Collections and (by) otherwise, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, Borrower for distribution to the BorrowerTransferor, any remaining amounts as constituting Interest Collections.

Interest Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) pari passu to (a) the Collateral Agent, in payment in full of Taxesall accrued Collateral Agent Fees and Collateral Agent Expenses, registration (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and filing Collateral Custodian Expenses and (c) the Account Bank, in payment in full of all accrued fees then and expenses due and owing by under the Borrower that are attributable solely to the operations of the BorrowerW▇▇▇▇ Fargo Fee Letter; provided that the aggregate amounts payable under with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to this clause (i) (and Section 2.04(b)(i) and (c)(i), if applicable) shall not not, collectively, exceed the Tax Expense Cap$50,000 for any 12-month period; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; provided that, on any Payment Date whereby the Servicer elects to waive payment of the Servicing Fee, the Servicer may be reimbursed for any reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; provided further that amounts payable in respect of any costs and expenses pursuant to this clause (ii) (and Section 2.04(b)(i) and (c)(ii), if applicable) shall not, collectively, exceed $50,000 for any 12-month period; (iii) to the Hedge Counterparty, any amounts (other than any Hedge Breakage Costs) owing to that Hedge Counterparty under its Hedging Agreement in respect of any Hedge Transaction(s); (iv) pro rata, in accordance with the amounts due under this clause (iv)clause, to each Lender Agent, for the account of the applicable Lender, all Yield, Yield and the Unused Fee, and any Breakage Fees Non-Usage Fee that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs ) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents; (vi) (a) after the end of the Reinvestment Period, to reduce the Advances Outstanding to the extent of any outstanding Warranty Amount and (b) to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency; (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii)Make-Whole Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b2.18(b), until paid in full; (viii) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant to clause previously paid, (iib) above due the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the limitation contained thereinextent not previously paid, and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid; (ix) to the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement; (x) to pay any other amounts due (other than with respect to the repayment of Advances Outstanding) under this Agreement and the other Transaction Documents; (xi) to the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distributionhereunder; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collectionsamounts.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Interest Collection Account, in accordance with the Servicer Report, Subaccount to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the extent not waived by the Servicer, to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding (1) to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (vi), or (2) if the Portfolio ICR Test is not satisfied, until the Portfolio ICR Test would be satisfied on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (viii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), or during the Amortization Period, until paid in full; (viiiix) to the payments of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (x) to the Transferor, to make a Permitted RIC Distribution; (xi) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixxii) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxiii) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xiixiv) so long as(x) calculated as of the Payment Date, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no if an Unmatured Event of Default has occurred and is continuingcontinuing or would result after giving effect to sub-clause (xiv)(y), to remain in the Interest Collection Subaccount as Interest Collections, and (y) otherwise, to the Borrower for payment as directed by the Borrower, any remaining amounts as Interest Collectionsamounts.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware of the occurrence absence of an Optional Sale or a continuing Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower and any Tax Subsidiaries that are attributable solely to the operations of the BorrowerBorrower or such Tax Subsidiaries; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each LenderLender and the Administrative Agent, as applicable, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ix) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections.

Interest Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer ServicerServicing Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ix) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account as of the related Determination Date to the Payment Account, in accordance with and on such Payment Date the Servicer Report, Collateral Agent shall (as directed to the first paragraph of this Section 2.04) transfer such Interest Collections from the Payment Account to the following Persons or account in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount; (viii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii2.04(b)(ii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viiiix) to make any Permitted RIC Distributions provided that (x) the Borrowing Base Test (Aggregate) is satisfied immediately prior to and immediately after giving effect to such Permitted RIC Distribution (unless otherwise consented to by the Administrative Agent in its sole discretion) and (y) the Borrower gives at least two (2) Business Days' prior written notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Custodian; (x) to the payments of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (xi) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixxii) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxiii) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections.

Interest Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ix) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long as, to the Administrative Agent’s's, ServicerService’s and BorrowerBorrowe’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the extent not waived by the Servicer, to the Servicer, in payment in full of all accrued and unpaid Senior Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts Indemnified Amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency; (vii) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (viii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii)Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full; (viiiix) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Collections and Principal Collections set forth herein); (x) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys’ fees, costs and expenses) and Increased Costs payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (xi) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein;; ​ (ixxii) to pay to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxiii) to the Servicer, in payment in full of all accrued and unpaid Subordinated Servicing Fees; (xiv) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xiixv) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, as no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collections, which may be distributed to the Transferor or otherwise applied at the Borrower’s discretion.

Interest Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Report, Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) pari passu to (a) the Collateral Agent, in payment in full of Taxesall accrued Collateral Agent Fees and Collateral Agent Expenses, registration (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and filing Collateral Custodian Expenses and (c) the Account Bank, in payment in full of all accrued fees then and expenses due and owing by under the Borrower that are attributable solely to the operations of the BorrowerW▇▇▇▇ Fargo Fee Letter; provided that the aggregate amounts payable under with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to this clause (i) (and Section 2.04(b)(i) and (c)(i), if applicable) shall not not, collectively, exceed the Tax Expense Cap$50,000 for any 12-month period; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; provided that, on any Payment Date whereby the Servicer elects to waive payment of the Servicing Fee, the Servicer may be reimbursed for any reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; provided further that amounts payable in respect of any costs and expenses pursuant to this clause (ii) (and Section 2.04(b)(i) and (c)(ii), if applicable) shall not, collectively, exceed $50,000 for any 12-month period; (iii) to the Hedge Counterparty, any amounts (other than any Hedge Breakage Costs) owing to that Hedge Counterparty under its Hedging Agreement in respect of any Hedge Transaction(s); (iv) pro rata, in accordance with the amounts due under this clause (iv)clause, to each Lender Agent, for the account of the applicable Lender, all Yield, Yield and the Unused Non-Usage Fee, and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs ) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency; (vii) to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii)Make-Whole Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b2.18(b), until paid in full; (viii) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant to clause previously paid, (iib) above due the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to the limitation contained thereinextent not previously paid, and (c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid; (ix) to the Hedge Counterparty, any Hedge Breakage Costs owing to the Hedge Counterparty under its Hedging Agreement; (x) to pay any other amounts due (other than with respect to the repayment of Advances Outstanding) under this Agreement and the other Transaction Documents; (xi) to the Servicer, to the extent not previously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distributionhereunder; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collectionsamounts.

Interest Payments prior to an Event of Default. Prior to In the Borrower or the Administrative Agent becoming aware absence of the occurrence of an a continuing Event of Default or and prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Interest Collection Account, in accordance with the Servicer Report, Subaccount to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the extent not waived by the Servicer, to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all (1) Yield, (2) the Unused Fee, Fee and (3) any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (vi) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding (1) to the extent necessary to eliminate any outstanding Borrowing Base Deficiency in its entirety, or (2) if the Portfolio ICR Test is not satisfied, until the Portfolio ICR Test is satisfied on a pro forma basis after giving effect to all payments through this clause (vi); (vii) to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (viii) (1) first, to pay the Advances Outstanding, together with any applicable Prepayment Premium not paid pursuant to Section 2.04(b)(iii), in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b), until paid in full, and (2) second, during the Amortization Period, to repay the Advances Outstanding, and any accrued and unpaid Prepayment Premium, until paid in full; (viiiix) to the Transferor, to make a Permitted RIC Distribution; (x) to the payments of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (xi) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (ixxii) to pay to the Servicer, all reasonable expenses incurred in connection with the performance payment of its duties under the Transaction Documents; (x) to pay to the Valuation Firm all any accrued and unpaid fees and expenses; Servicing Fees, to the extent not paid pursuant to clause (xiiii) to pay any BDC Tax Distributionabove; and (xiixiii) so long as(x) calculated as of the Payment Date, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no if an Unmatured Event of Default has occurred and is continuingcontinuing or would result after giving effect to sub-clause (xiii)(y), to remain in the Interest Collection Subaccount as Interest Collections, and (y) otherwise, to the Borrower for payment as directed by the Borrower, any remaining amounts as Interest Collectionsamounts.

Interest Payments prior to an Event of Default. Prior to the Borrower or the Administrative Agent becoming aware of the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date, the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Interest Collections in all Interest Collection Accounts to the Interest Collection Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Interest Collections held by the Account Bank in the Collection Account, in accordance with the Servicer Servicing Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) pari passu to (a) the Collateral Agent, in payment in full of Taxesall accrued Collateral Agent Fees and Collateral Agent Expenses, registration (b) the Collateral Custodian in payment in full of all accrued Collateral Custodian Fees and filing Collateral Custodian Expenses and (c) the Account Bank in payment in full of all accrued fees then and expenses due and owing by under the Borrower that are attributable solely to the operations of the Borrower▇▇▇▇▇ Fargo Fee Letter; provided that the aggregate amounts payable under with respect to Collateral Agent Expenses, Collateral Custodian Expenses and the Account Bank pursuant to this clause (i) (and Section 2.04(b)(i) and (c)(i), if applicable) shall not not, collectively, exceed the Tax Expense Cap$125,000 per annum; (ii) to the payment of accrued and unpaid Administrative Expenses; provided that the aggregate amounts payable under this clause (ii) shall not exceed the Administrative Expense Cap; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees; (iviii) pro rata, in accordance with the amounts due under this clause (iv)clause, to each Lender Agent, for the account of the applicable Lender, all Yield, Yield and the Unused Fee, and any Breakage Fees Non-Usage Fee that are is accrued and unpaid as of the last day of the related Remittance Period; (v) to pay the Advances Outstanding to the extent necessary to eliminate any outstanding Borrowing Base Deficiency on a pro forma basis after giving effect to all payments through this clause (v); (viiv) pro rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs ) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents; (v) to pay the Advances Outstanding to the extent required to satisfy any outstanding Borrowing Base Deficiency; (vi) pari passu to (a) the Collateral Agent, in payment in full of all accrued Collateral Agent Expenses to the extent not previously paid, (b) the Collateral Custodian in payment in full of all accrued Collateral Custodian Expenses to the extent not previously paid, and (c) the Account Bank in payment in full of all accrued expenses to the extent not previously paid; (vii) to pay the Advances Outstanding, together with any applicable accrued and unpaid Prepayment Premium not paid pursuant to Section 2.04(b)(iii)Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.16(b2.18(b), until paid in full; (viii) to the payment of pay any Administrative Expenses, other amounts due and payable (other than with respect to the extent not paid pursuant to clause (iirepayment of Advances) above due to under this Agreement and the limitation contained thereinother Transaction Documents; (ix) to pay to the Servicer, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties under the Transaction Documents;hereunder; and (x) to pay to the Valuation Firm all accrued and unpaid fees and expenses; (xi) to pay any BDC Tax Distribution; and (xii) so long as, to the Administrative Agent’s, Servicer’s and Borrower’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower, any remaining amounts as Interest Collectionsamounts.