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

Principal Payments prior to an Event of Default. In the absence of 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) transfer Principal Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, (I) to pay any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding until paid in full; (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein); (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay amounts due under Section 2.04(a)(xi) to the extent not paid thereunder; and (viii) so long as no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts as Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholders.

Principal Payments prior to an Event of Default. In Prior to the absence Borrower or the Administrative Agent becoming aware of a continuing the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account Account, in accordance with the Servicer Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi2.04(a)(v) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, (I) to pay repay the Advances Outstanding and any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding Premium until paid in full; (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to make any Permitted RIC Distributions (subject pay amounts due under Section 2.04(a)(ix) to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein)extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay amounts due under Section 2.04(a)(xi) to the extent not paid thereunder; any BDC Tax Distribution: and (viii) so long as 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 Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersamounts.

Principal Payments prior to an Event of Default. In the absence of 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) transfer Principal Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, (I) to pay repay the Advances Outstanding, and any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding until paid in full; (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to make any Permitted RIC Distributions (subject pay amounts due under Section 2.04(a)(ix) to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein)extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay amounts due under Section 2.04(a)(xi) to the extent not paid thereunder; and (viiivii) so long as no Unmatured Event of Default has occurred and is continuing, to the Borrower (or its designee) any remaining amounts as Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersamounts.

Principal Payments prior to an Event of Default. In the absence of a continuing Event of Default or prior to the occurrence of the Facility Maturity Termination Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer Principal Collections held by the Account Bank in the Collection Account and Principal Collections held by the Account Bank in the Canadian Dollar Account, the Euro Account and the GBP Account, as applicable, in each case to the extent of available funds, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v(vi), to the extent not paid thereunder; (ii) (x) prior to after the end of the Revolving Reinvestment Period, to pay the Advances Outstanding until paid in full; (iii) first to (a) the Collateral Agent, payment in full of all accrued Collateral Agent Expenses to the extent not previously paid; (b) the Collateral Custodian payment in full of all accrued Collateral Custodian Expenses to the extent not previously paid; and (c) the Account Bank, payment in full of all accrued expenses to the extent not previously paid; and second, pro rata, to each Lender, the Swingline Lender, the Facility Agent, and any other Person due any reimbursement or fee payable hereunder or in connection with this Agreement (other than amounts specifically addressed in a separate clause to this Section 2.04(b)), payment in full of any such expenses or fees to the extent not previously paid; (iv) pro rata, to the Facility Agent for the benefit of each Lender, the Swingline Lender and the Facility Agent, as applicable, payment in full of any other expenses or indemnities incurred by such Person then due and payable under the Transaction Documents to the extent not previously paid; (v) to the Servicer, to the extent not previously paid, in respect of all reasonable and documented expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder or paid on behalf of the Borrower; (vi) to the Servicer (or any designee thereof), to the extent not waived thereby, payment in full of all accrued and unpaid Servicing Fees; (vii) to pay any other amounts due the under Agreement and the other Transaction Documents; (viii) during the Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit remain in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure AmountCollection Account; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;and (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi) but only an Unmatured Event of Default (or to the extent not paid in full thereunder and an Unmatured Event of Default would otherwise result), first, for distribution to the extent necessary Equityholder to eliminate any outstanding Borrowing Base Deficiencymake a Permitted RIC Distribution and, on a pro forma basis after giving effect second, to all payments through this clause (iii)remain in the applicable Collection Account; or (B) during otherwise, to or at the Amortization Period, direction of the Borrower (I) to pay any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding until paid in full; (iv) including for distribution to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) Equityholder to make any applicable Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth hereinDistribution); (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay amounts due under Section 2.04(a)(xi) to the extent not paid thereunder; and (viii) so long as no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts as Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersamounts.

Principal Payments prior to an Event of Default. In the absence of a continuing Prior to an Event of Default occurring and continuing or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer Principal Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v(a)(iv), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate aggregate Unfunded Exposure Equity Amount; or (y) after the end of the Revolving Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (Ax) during prior to the Revolving end of the Reinvestment Period, to pay amounts due under Section 2.04(a)(vi) but only the Advances Outstanding up to the extent not paid in full thereunder and to the extent necessary amount required to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (By) during after the Amortization end of the Reinvestment Period, (I) to pay any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding Outstanding, and any applicable Make-Whole Premium incurred in connection with any complete refinancing or termination of this Agreement, in each case, until paid in full; (iv) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant previously paid, (b) the Collateral Custodian in payment in full of all accrued Collateral Custodian Expenses to clause the extent not previously paid, and (i)c) the Account Bank, in payment in full of all accrued Account Bank Expenses to the extent not previously paid; (v) to make pay any Permitted RIC Distributions (subject to other amounts due and payable under this Agreement and the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein)other Transaction Documents; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder;Servicer in respect of all reasonable expenses incurred in connection with the performance of its duties hereunder; and (vii) to pay amounts due under Section 2.04(a)(xi(a) to the extent not paid thereunder; and (viii) so long as no during an Unmatured Event of Default has occurred and is continuingDefault, to remain in the Collection Account or (b) otherwise, to the Borrower (x) prior to the end of the Reinvestment Period, any remaining amounts as Principal Collections to be used by (provided that the Borrower for any purposes, including will not be permitted to receive an amount greater than 7.0% of the Maximum Facility Amount per annum pursuant to this clause (1vii)(b)(x)) to prepay Advances, and (2y) during after the Revolving end of the Reinvestment 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 equityholdersany remaining amounts.

Principal Payments prior to an Event of Default. In the absence of a continuing Prior to 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) transfer Principal Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (Ax) during prior to the Revolving end of the Reinvestment Period, to pay amounts due under Section 2.04(a)(vi) but only the Advances Outstanding up to the extent not paid in full thereunder and to the extent necessary amount required to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (By) during after the Amortization end of the Reinvestment Period, (I) to pay the Advances Outstanding, and any accrued and unpaid Prepayment applicable Make-Whole Premium, until paid in full and (II) to repay the Advances Outstanding until paid in full; (iv) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant previously paid, (b) the Collateral Custodian in payment in full of all accrued Collateral Custodian Expenses to clause the extent not previously paid, and (i)c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid; (v) to make the Hedge Counterparty, any Permitted RIC Distributions (subject Hedge Breakage Costs owing to the limitations on Hedge Counterparty under its Hedging Agreement, to the use of Interest Proceeds and Principal Proceeds set forth herein)extent not paid; (vi) to pay any other amounts due under Section 2.04(a)(x) to this Agreement and the extent not paid thereunderother Transaction Documents; (vii) to pay amounts due under Section 2.04(a)(xi) the Servicer, to the extent not paid thereunderpreviously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and (viii) so long as no Unmatured Event of Default has occurred and is continuing, to the Borrower Borrower, any remaining amounts as Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersamounts.

Principal Payments prior to an Event of Default. In the absence of 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) transfer Principal Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v), to the extent not paid thereunder; (ii) (xA) prior to the end of during the Revolving Period (Period, at the discretion of the Servicer)Portfolio Manager, to fund the Unfunded Exposure Account in an amount up to the aggregate Unfunded Exposure Equity Amount; or (B) during the Amortization Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, (I) to pay repay the Advances Outstanding, and any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding until paid in full; (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein); (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay amounts due under Section 2.04(a)(xi2.04(a)(ix) to the extent not paid thereunder; and (viiivi) so long as no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts as Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersCollections.

Principal Payments prior to an Event of Default. In the absence of 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) transfer Principal Collections held by the Account Bank in the Principal Collection Account Subaccount to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v2.04(a)(vii), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iiiii); or (B) during the Amortization Period, (I) to pay repay the Advances Outstanding, and any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding until paid in full; (iv) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i)above due to the limitation contained therein; (v) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein); (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay amounts due under Section 2.04(a)(xi) to 2.04(a)(xii)to the extent not paid thereunder; and (viiivii) so long (x) calculated as no of the Payment Date, if an Unmatured Event of Default has occurred and is continuingcontinuing or would result after giving effect to sub-clause (vii)(y), to remain in the Principal Collection Subaccount as Principal Collections, and (y) otherwise, to the Borrower for payment as directed by the Borrower, any remaining amounts as Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersamounts.

Principal Payments prior to an Event of Default. In Prior to the absence Borrower or the Administrative Agent becoming aware of a continuing 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) transfer Principal Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (Aw) during prior to the Revolving end of the Reinvestment Period, to pay amounts due under Section 2.04(a)(vi) but only the Advances Outstanding up to the extent not paid in full thereunder and to the extent necessary amount required to eliminate any outstanding Borrowing Base Deficiency; (x) after the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 85.0% of the remaining Available Collections on a pro forma basis deposit in the Principal Collection Account shall be distributed to the Lenders to reduce the Advances Outstanding; (y) after giving effect the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 15.0% of the remaining Available Collections on deposit in the Principal Collection Account shall be distributed to all payments through this clause the Borrower (iiior at the direction of the Borrower); or (Bz) during after the Amortization Periodend of the Reinvestment Period if the Principal Sharing Condition is not satisfied, (I) to pay the Advances Outstanding, and any accrued and unpaid Prepayment applicable Make-Whole Premium, until paid in full and (II) to repay the Advances Outstanding until paid in full; (iv) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant previously paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to clause the extent not previously paid, and (i)c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid; (v) to make the Hedge Counterparty, any Permitted RIC Distributions (subject Hedge Breakage Costs owing to the limitations on Hedge Counterparty under its Hedging Agreement, to the use of Interest Proceeds and Principal Proceeds set forth herein)extent not paid; (vi) to pay any other amounts due under Section 2.04(a)(x) to this Agreement and the extent not paid thereunderother Transaction Documents; (vii) to pay amounts due under Section 2.04(a)(xi) the Servicer, to the extent not paid thereunderpreviously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and (viii) to the Borrower, any remaining amounts. Notwithstanding the foregoing, so long as no Unmatured Event of Default or Event of Default has occurred and is continuingcontinuing or would result, on any Business Day other than a Payment Date, the Borrower may direct the Collateral Agent to apply any amounts on deposit in the Principal Collection Account in accordance with Section 2.04(b)(iii)(w), (b)(iii)(x) and (b)(iii)(y) above, so long as (a) the Principal Sharing Condition is satisfied and (b) an amount at least equal to the Borrower any remaining amounts as Principal Collections amount required to be used make the payments required by Sections 2.04(b)(i) and (b)(ii) on the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to next Payment Date remains in the Collection Account for after such application, as evidenced by the purchase delivery of additional Loan Assets, a Notice of Reduction (3which notice shall include a Borrowing Base Certificate) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersin accordance with Section 2.18(a).

Principal Payments prior to an Event of Default. In Prior to the absence Borrower or the Administrative Agent becoming aware of a continuing the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account Account, in accordance with the ServicerServicing Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi2.04(a)(v) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, (I) to pay repay the Advances Outstanding and any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding Premium until paid in full; (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to make any Permitted RIC Distributions (subject pay amounts due under Section 2.04(a)(ix) to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein)extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay amounts due under Section 2.04(a)(xi) to the extent not paid thereunder; any BDC Tax Distribution: and (viii) so long as 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 Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersamounts.

Principal Payments prior to an Event of Default. In Prior to the absence Borrower or the Administrative Agent becoming aware of a continuing 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) transfer Principal Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Reinvestment Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Reinvestment Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (Aw) during prior to the Revolving end of the Reinvestment Period, to pay amounts due under Section 2.04(a)(vi) but only the Advances Outstanding up to the extent not paid in full thereunder and to the extent necessary amount required to eliminate any outstanding Borrowing Base Deficiency; (x) after the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 85.0% of the remaining Available Collections on a pro forma basis deposit in the Principal Collection Account shall be distributed to the Lenders to reduce the Advances Outstanding; (y) after giving effect the end of the Reinvestment Period, if the Principal Sharing Condition is satisfied, 15.0% of the remaining Available Collections on deposit in the Principal Collection Account shall be distributed to all payments through this clause the Borrower (iiior at the direction of the Borrower); or (Bz) during after the Amortization Periodend of the Reinvestment Period if the Principal Sharing Condition is not satisfied, (I) to pay the Advances Outstanding, and any accrued and unpaid Prepayment applicable Make-Whole Premium, until paid in full and (II) to repay the Advances Outstanding until paid in full; (iv) pari passu to (a) the Collateral Agent, in payment in full of any Administrative Expenses, all accrued Collateral Agent Expenses to the extent not paid pursuant previously paid, (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Expenses to clause the extent not previously paid, and (i)c) the Account Bank, in payment in full of all accrued expenses to the extent not previously paid; (v) to make the Hedge Counterparty, any Permitted RIC Distributions (subject Hedge Breakage Costs owing to the limitations on Hedge Counterparty under its Hedging Agreement, to the use of Interest Proceeds and Principal Proceeds set forth herein)extent not paid; (vi) first, to pay the Advances Outstanding, together with any applicable Make-Whole Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b) and then, to pay any other amounts due under Section 2.04(a)(x) to this Agreement and the extent not paid thereunderother Transaction Documents; (vii) to pay amounts due under Section 2.04(a)(xi) the Servicer, to the extent not paid thereunderpreviously paid, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and (viii) to the Borrower, any remaining amounts. Notwithstanding the foregoing, so long as no Unmatured Event of Default or Event of Default has occurred and is continuingcontinuing or would result, on any Business Day other than a Payment Date, the Borrower may direct the Collateral Agent to apply any amounts on deposit in the Principal Collection Account in accordance with Section 2.04(b)(iii)(w), (b)(iii)(x) and (b)(iii)(y) above, so long as (a) the Principal Sharing Condition is satisfied and (b) an amount at least equal to the Borrower any remaining amounts as Principal Collections amount required to be used make the payments required by Sections 2.04(b)(i) and (b)(ii) on the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to next Payment Date remains in the Collection Account for after such application, as evidenced by the purchase delivery of additional Loan Assets, a Notice of Reduction (3which notice shall include a Borrowing Base Certificate) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersin accordance with Section 2.18(a).

Principal Payments prior to an Event of Default. In the absence of 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) transfer Principal Collections held by the Account Bank in the Principal Collection Account Subaccount to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v2.04(a)(vii), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iiiii); or (B) during the Amortization Period, (I) to pay repay the Advances Outstanding, and any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding until paid in full; (iv) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (v) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein); (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay amounts due under Section 2.04(a)(xi2.04(a)(xii) to the extent not paid thereunder; and (viiivii) so long (x) calculated as no of the Payment Date, if an Unmatured Event of Default has occurred and is continuingcontinuing or would result after giving effect to sub-clause (vii)(y), to remain in the Principal Collection Subaccount as Principal Collections, and (y) otherwise, to the Borrower for payment as directed by the Borrower, any remaining amounts as Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersamounts.

Principal Payments prior to an Event of Default. In the absence of 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) transfer Principal Collections held by the Account Bank in the Collection Account to the Payment Account and on each Payment Date the Collateral Agent shall transfer such Principal Collections in the Payment Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v2.04(a)(vii), to the extent not paid thereunder; (ii) (x) prior to the end of during the Revolving Period (at the discretion of but not after a Replacement Servicer Event, in the Servicer)’s discretion, to be deposited into the Unfunded Exposure Collection Account as Principal Collections for reinvestment in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure AmountEligible Loan Assets; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, (I) to pay the Administrative Agent to repay the Advances Outstanding, and any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding until paid in full; (iv) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (v) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein); (vi) to pay amounts due under Section 2.04(a)(x2.04(a)(xi) to the extent not paid thereunder; (vii) to pay amounts due under Section 2.04(a)(xi2.04(a)(xii) to the extent not paid thereunder; and (viii) so long (x) calculated as no of the most recent Measurement Date if another Measurement Date has occurred since the most recent Determination Date, if an Unmatured Event of Default has occurred and is continuingcontinuing or would result after giving effect to sub-clause (viii)(y), to remain in the Principal Collection Subaccount as Principal Collections, and (y) otherwise, to the Borrower for payment as directed by the Borrower, any remaining amounts as Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersamounts.

Principal Payments prior to an Event of Default. In the absence of 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) transfer Principal Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, (I) to pay repay the Advances Outstanding, and any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding until paid in full; (iv) during the Amortization Period, to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i)) above due to the limitation contained therein; (v) to make any Permitted RIC Distributions (subject to during the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein); (vi) Amortization Period, to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay amounts due under Section 2.04(a)(xi) to the extent not paid thereunder; and (viiivi) so long as no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts as Principal Collections to Collections, which may be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, distributed to the Collection Account for Transferor at the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersBorrower’s discretion.

Principal Payments prior to an Event of Default. In Prior to the absence Borrower or the Administrative Agent becoming aware of a continuing the occurrence of an Event of Default or prior to the occurrence of the Facility Maturity Date, on each Payment Date the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all Principal Collections in all Principal Collections Accounts to the Principal Collections Account of the Borrower (such transfer constituting a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer Principal Collections held by the Account Bank in the Collection Account Account, in accordance with the Servicer Report, to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through Section 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi2.04(a)(v) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iii); or (B) during the Amortization Period, (I) to pay repay the Advances Outstanding and any accrued and unpaid Prepayment Premium, until paid in full and (II) to repay the Advances Outstanding Premium until paid in full; (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to make any Permitted RIC Distributions (subject pay amounts due under Section 2.04(a)(ix) to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein)extent not paid thereunder; (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (vii) to pay amounts due under Section 2.04(a)(xi) to the extent not paid thereunder; any BDC Tax Distribution: and (viii) so long as as, to the Administrative Agent's, Service’s and Borrowe’s knowledge, no Unmatured Event of Default has occurred and is continuing, to the Borrower any remaining amounts as Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersamounts.

Principal Payments prior to an Event of Default. In the absence of 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) transfer Principal Collections held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority: (i) to pay amounts due under Section 2.04(a)(i) through 2.04(a)(v), to the extent not paid thereunder; (ii) (x) prior to the end of the Revolving Period (at the discretion of the Servicer), to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; or (y) after the end of the Revolving Period, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii) (A) during the Revolving Period, to pay amounts due under Section 2.04(a)(vi) but only to the extent not paid in full thereunder and to the extent necessary to eliminate any outstanding Borrowing Base Deficiency, on a pro forma basis after giving effect to all payments through this clause (iiiii); or (B) during the Amortization Period, (I1) to pay the Unfunded Exposure Account in an amount necessary to cause the Unfunded Exposure Test to be satisfied and then (2) to repay the Advances Outstanding, and any accrued and unpaid Prepayment PremiumPremium to the extent applicable, until paid in full and full; (IIiii) to repay the Advances Outstanding until 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 in fullpursuant to clause (i); (iv) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (i); (v) to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth herein); (vi) to pay amounts due under Section 2.04(a)(x) to the extent not paid thereunder; (viivi) to pay amounts due to each Approved Valuation Firm under Section 2.04(a)(xi) to the extent not paid thereunder; and (viiivii) so long as no (x) during an Unmatured Event of Default has occurred Default, to remain in the Principal Collection Account as Principal Collections and is continuing(y) otherwise, to the Borrower for distribution to the Transferor, any remaining amounts as constituting Principal Collections to be used by the Borrower for any purposes, including (1) to prepay Advances, (2) during the Revolving Period, to the Collection Account for the purchase of additional Loan Assets, (3) during the Revolving Period, funding the Unfunded Exposure Account or (4) making distributions to its equityholdersCollections.