Common use of Interest Settlement Procedures before the Default Period Clause in Contracts

Interest Settlement Procedures before the Default Period. On each Payment Date before the Default Period, the Collateral Manager shall direct the Collateral Agent to pay pursuant to the Collateral Management Report (and the Collateral Agent shall make payment from the Interest Collections Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Report) to the following Persons, the following amounts in the following order of priority: (1) pari passu to the Collateral Agent and the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Agent and Portfolio Administration Fees; provided that indemnity amounts payable to the Collateral Agent and the Collateral Custodian pursuant to this clause (1) (and Section 2.8(a)(1) and Section 2.9(1), if applicable) shall not, collectively, exceed $100,000 per annum; (2) to or at the direction of the Collateral Manager (i) an amount equal to any accrued and unpaid Collateral Management Fees to the end of the related Accrual Period and (ii) the amount of accrued and unpaid fees and expenses payable by the Borrower to the Collateral Manager under the Transaction Documents; (3) pro rata in accordance with the amounts due under this clause, to each Lender, in an amount equal to any accrued and unpaid Interest, Facility Margin and Commitment Fee; (4) pro rata in accordance with the amounts due under this clause, to each Lender, and the Administrative Agent, all accrued and unpaid fees, expenses (including reasonable attorneys' fees, costs and expenses) and indemnity amounts payable by the Borrower to the Administrative Agent and the Lender under the Transaction Documents; (5) to each Lender, an amount necessary to satisfy any Borrowing Base Deficiency, pro rata in accordance with the amount of Advances Outstanding hereunder; (6) to pay any accrued and unpaid Prepayment Penalty in connection with any termination in whole or reduction in part of the Facility Amount in accordance with Section 2.3(a); (7) to pay any other amounts due (other than with respect to the repayment of Advances) under this Agreement and the other Transaction Documents (including any indemnity amounts due from the Borrower hereunder and thereunder not previously paid pursuant to clauses (1) and (4) of Section 2.7); and (8) so long as the Termination Date has not occurred and is continuing, any remaining amounts shall be distributed to the Borrower or, if directed by the Collateral Manager, to the holders of the limited liability company interests of the Borrower.

Interest Settlement Procedures before the Default Period. On each Payment Date before the Default Period, the Collateral Manager Servicer shall direct the Collateral Agent to pay pursuant to the Collateral Management Servicing Report (and the Collateral Agent shall make payment from the Interest Collections Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Servicing Report) to the following Persons, the following amounts in the following order of priority: (1) pari passu to (a) the Collateral Agent and the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Agent and Portfolio Administration FeesFee; provided that that, indemnity amounts payable to the Collateral Agent and the Collateral Custodian pursuant to this clause (11)(a) (and Section 2.8(a)(1) and Section 2.9(12.9(1)(a), if applicable) shall not, collectively, exceed $100,000 200,000 per annum and (b) any Person, in an amount equal to any accrued and unpaid Delaware Expenses owing thereto; provided that, expenses payable to such Person pursuant to this clause (1)(b) (and Section 2.8(a)(1) and Section 2.9(1)(b), if applicable) shall not, collectively, exceed $35,000 per annum; (2) to or at the direction of the Collateral Manager (i) Servicer, in an amount equal to any accrued and unpaid Collateral Management Servicing Fees to the end of the related Accrual Period and (ii) the amount of accrued and unpaid fees and expenses payable by the Borrower to the Collateral Manager under the Transaction DocumentsPeriod; (3) (i) first, to the Administrative Agent, in an amount equal to any accrued and unpaid Agency Services Fee and (ii) second, pro rata in accordance with the amounts due under this clause, to each LenderLender Agent, in an amount equal to any accrued and unpaid Interest, Facility Margin Margin, Commitment Fee and Commitment FeeBreakage Costs; (4) pro rata in accordance with the amounts due under this clause, to each Lender Agent for the account of the applicable Lender, and the Administrative Agent, all accrued and unpaid fees, expenses (including reasonable and documented attorneys' ’ fees, costs and expenses) and USActive 57833767.7 indemnity amounts payable by the Borrower to the Administrative Agent, any Lender Agent and the or any Lender under the Transaction Documents; (5) (i) prior to the end of the Reinvestment Period, if any Borrowing Base Deficiency exists as a result of a shortfall in the Unfunded Exposure Amount, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the aggregate of all Unfunded Exposure Equity Amounts and (ii) after the Reinvestment Period but before the Default 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 of all Exposure Amounts; (6) to each Lender Agent for the account of the applicable Lender, an amount necessary to satisfy any Borrowing Base Deficiency, pro rata in accordance with the amount of Advances Outstanding hereunder; (67) to pay any accrued and unpaid Prepayment Penalty in connection with any termination in whole or reduction in part of the Facility Amount in accordance with Section 2.3(a); (7) 8) to pay any other amounts due (other than with respect to the repayment of Advances) under this Agreement and the other Transaction Documents (including any indemnity amounts due from the Borrower hereunder and thereunder not previously paid pursuant to clauses (1) and (4) of Section 2.7); and (8) so long as the Termination Date has not occurred and is continuing, any remaining amounts shall be distributed to the Borrower or, if directed by the Collateral Manager, to the holders of the limited liability company interests of the Borrower.;

Interest Settlement Procedures before the Default Period. On each Payment Date before the Default Period, the Collateral Manager Servicer shall direct the Collateral Agent to pay pursuant to the Collateral Management Servicing Report (and the Collateral Agent shall make payment from the Interest Collections Account to the extent of Available Funds, in reliance on the information set forth in such Collateral Management Servicing Report) to the following Persons, the following amounts in the following order of priority: (1) pari passu to (a) the Collateral Agent and the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Agent and Portfolio Administration FeesFee; provided that that, indemnity amounts payable to the Collateral Agent and the Collateral Custodian pursuant to this clause (11)(a) (and Section 2.8(a)(1) and Section 2.9(12.9(1)(a), if applicable) shall not, collectively, exceed $100,000 200,000 per annum and (b) any Person, in an amount equal to any accrued and unpaid Delaware Expenses owing thereto; provided that, expenses payable to such Person pursuant to this clause (1)(b) (and Section 2.8(a)(1) and Section 2.9(1)(b), if applicable) shall not, collectively, exceed $35,000 per annum; (2) to or at the direction of the Collateral Manager (i) Servicer, in an amount equal to any accrued and unpaid Collateral Management Servicing Fees to the end of the related Accrual Period and (ii) the amount of accrued and unpaid fees and expenses payable by the Borrower to the Collateral Manager under the Transaction DocumentsPeriod; (3) (i) first, to the Administrative Agent, in an amount equal to any accrued and unpaid Agency Services Fee and (ii) second, pro rata in accordance with the amounts due under this clause, to each LenderLender Agent, in an amount equal to any accrued and unpaid Interest, Facility Margin Margin, Commitment Fee and Commitment FeeBreakage Costs; (4) pro rata in accordance with the amounts due under this clause, to each Lender Agent for the account of the applicable Lender, and the Administrative Agent, all accrued and unpaid fees, expenses (including reasonable and documented attorneys' ’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Administrative Agent, any Lender Agent and the or any Lender under the Transaction Documents; (5) (i) prior to the end of the Reinvestment Period, if any Borrowing Base Deficiency exists as a result of a shortfall in the Unfunded Exposure Amount, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the aggregate of all Unfunded Exposure Equity Amounts and (ii) after the Reinvestment Period but before the Default 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 of all Exposure Amounts; (6) to each Lender Agent for the account of the applicable Lender, an amount necessary to satisfy any Borrowing Base Deficiency, pro rata in accordance with the amount of Advances Outstanding hereunder; (67) to pay any accrued and unpaid Prepayment Penalty in connection with any termination in whole or reduction in part of the Facility Amount in accordance with Section 2.3(a); (7) 8) to pay any other amounts due (other than with respect to the repayment of Advances) under this Agreement and the other Transaction Documents (including any indemnity amounts due from the Borrower hereunder and thereunder not previously paid pursuant to clauses (1) and (4) of Section 2.7); (9) so long as no Borrowing Base Deficiency or Termination Event of Default has occurred and is continuing or would result from such payment, to the Borrower, for distribution to the Equityholder, the funds necessary for the Equityholder to satisfy its tax liabilities in respect of U.S. federal taxes, but only to the extent such tax liabilities are directly attributable to the activities of the Borrower (and any of its subsidiaries) in each case, as determined by the Servicer; (10) to the Equityholder, to make any applicable Permitted RIC Distribution; and (8) so long as the 11) If an Unmatured Termination Date Event or a Termination Event has not occurred and is continuing, to remain in the Interest Collection Account or otherwise, any remaining amounts shall be distributed to the Borrower or, if directed by or its appointed designee. Any amounts applied pursuant to this Section 2.7 shall be applied first to payments in the Collateral Managerapplicable Eligible Currency and then, to the holders extent necessary, to payment in other Eligible Currencies (after conversion of such payment into Dollars at the limited liability company interests of the BorrowerApplicable Exchange Rate).