Common use of Disbursements of Monies from Payment Account Clause in Contracts

Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, on each Payment Date, the Collateral Agent shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 8.02 in accordance with the Payment Date Report and the following priorities (the “Priority of Payments”): (i) On each Payment Date so long as no Event of Default has occurred and is continuing or would result therefrom, Interest Proceeds on deposit in the Interest Collection Subaccount, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred into the Payment Account, to be applied in the following order of priority: (A) to pay registration, registered office and filing fees, if any, of the Borrower, subject to a cap of $15,000 per annum; (B) to pay Administrative Expenses (in the order for priority set forth in the definition thereof); provided that the amounts in this clause (B) shall not exceed the Administrative Expense Cap; (C) to make any Permitted RIC Distributions; (D) to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11; (E) to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents; (F) (1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds and (2) second, to pay Servicer Expenses; provided that the amounts in this clause (F)(2) shall not exceed the Servicer Expense Cap for such Payment Date; (G) (1) on the Payment Date occurring after the 12-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount of the Advances to not more than 75% of the outstanding principal amount of the Advances as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)) and (2) on the Payment Date occurring after the 18-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount of the Advances to not more than 50% of the outstanding principal amount of the Advances as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)); (H) if the Coverage Test is not satisfied as of the relevant Determination Date, to repay principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Coverage Test is satisfied (on a pro forma basis as at such Determination Date); provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion; (I) (i) during the Reinvestment Period, at the discretion and direction of the Servicer, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Unfunded Reserve Revolving Required Amount and (ii) after the Reinvestment Period, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Revolving Exposure; (J) to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties; (K) (1) first, to the payment or application of amounts referred to in clause (A) above, to the extent not paid in full pursuant to applications under such clause, (2) second, to the payment or application of amounts referred to in clause (B) above (in the order for priority set forth in the definition thereof) to the extent not paid in full pursuant to such clause, and (3) third, to the payment or application of amounts referred to in clause (F) above to the extent not paid in full pursuant to such clause; and (L) (1) if a Default has occurred and is continuing (including if the Borrower has received written notice of such Default from the Administrative Agent) (unless all Obligations owing to the Lenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Interest Collection Subaccount (except for amounts distributed in any Permitted RIC Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the Servicer, deposited into the Trust Account for investment in Collateral Loans), whether in the form of a distribution or otherwise. (ii) On each Payment Date so long as no Event of Default has occurred and is continuing or would result therefrom, except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, Principal Proceeds on deposit in the Principal Collection -139- Subaccount to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account to be applied in the following order of priority: (A) to the payment of unpaid amounts under clauses (A) through (F) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder, but subject to any caps specified therein; (B) during the Reinvestment Period, (i) if the Coverage Test is not satisfied as of the relevant Determination Date, to repay principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Coverage Test is satisfied (on a pro forma basis as at such Determination Date) and (ii) at the option of the Equityholder, to the Trust Account for the purchase of additional Collateral Loans (including funding Revolving Collateral Loans and Delayed Drawdown Collateral Loans) and/or to the Principal Collection Subaccount for the making of any Permitted Distribution or Permitted RIC Distributions; (C) after the Reinvestment Period, to repay the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full; provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion; (D) to the payment of amounts referred to in clauses (I), (J) and (K) of clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder; and (E) (1) if a Default has occurred and is continuing (including if the Borrower has received written notice of such Default from the Administrative Agent) (unless all Obligations owing to the Lenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Principal Collection Subaccount (except for amounts distributed in any Permitted RIC Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the Servicer, deposited into the Trust Account for investment in Collateral Loans), whether in the form of a distribution or otherwise. (iii) On each Payment Date following the occurrence and continuance of an Event of Default, all Interest Proceeds in the Interest Collection Subaccount, all Principal Proceeds in the Principal Collection Subaccount, and all amounts on deposit in the Trust Account, except for any amounts that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, in each case, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account to be applied in the following order of priority: (A) to pay registration, registered office and filing fees, if any, of the Borrower, subject to a cap of $15,000 per annum; (B) (1) first, to pay Administrative Expenses as provided in Section 9.01(a)(i)(B) without regard to the Administrative Expense Cap and (2) second, to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents; (C) to make any Permitted RIC Distributions; (D) to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11; (E) (1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds and (2) second, to pay Servicer Expenses in accordance with the priorities specified in the definition thereof; provided that the amounts in this clause (E)(2) shall not exceed the Servicer Expense Cap; (F) to repay the principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until paid in full; provided that the Administrative Agent shall allocate such principal payments among the Classes in its sole discretion; (G) to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties; (H) (1) first, to the payment or application of amounts referred to in clause (A) above, to the extent not paid in full pursuant to such clause, and (2) second, to the payment or application of amounts referred to in clause (E)(2) above, to the extent not paid in full pursuant to such clause; and (I) any remaining amount shall be released to the Equityholder (or its designee), whether in the form of a distribution or otherwise. (b) If on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.

Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision in this Agreement, but subject to Unless the other subsections of this Section 9.01, on each Payment Date, the Collateral Agent shall disburse amounts transferred from the Collection Account to the Payment Account Notes have been declared due and payable pursuant to Section 8.02 6.02 and monies collected by the Trustee are being applied in accordance with the Payment Date Report and the following priorities (the “Priority of Payments”): (i) On each Payment Date so long as no Event of Default has occurred and is continuing or would result therefromSection 6.08, Interest Proceeds Available Funds on deposit in the Interest Collection SubaccountPayment Account on any Payment Date shall be withdrawn by the Trustee from the Payment Account, in the amounts required, for application as follows: FIRST, to the extent received on or before the related Determination Date (orof Available Funds, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred into the Payment Account, to be applied in the following order of priority: , (A) to pay registrationthe Indenture Trustee, registered office the Indenture Trustee's Fee and filing feesall unpaid expenses and indemnification payments payable to the Indenture Trustee pursuant to the provisions hereunder for the current Payment Date, if any, of the Borrower, subject to a cap of $15,000 per annum; (B) to pay Administrative Expenses (in the order Owner Trustee, the Owner Trustee's Fee for priority set forth in the definition thereof); provided that current Payment Date and all unpaid expenses and indemnification payments payable to the amounts in this clause (B) shall not exceed Owner Trustee pursuant to Section 7.2 of the Administrative Expense Cap; Trust Agreement with respect to the current Payment Date, (C) to make any Permitted RIC Distributionsthe Tax Administrator, the Tax Administrator's Fee for the current Payment Date; (D) to each Lenderthe Indenture Trustee, pro rata, based any Indenture Trustee's Fee previously earned and not received on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11prior Payment Dates; (E) to the Administrative Agent to pay all fees Owner Trustee, any Owner Trustee's Fee previously earned and expenses of the Administrative Agent under the Facility Documents; (F) (1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect of any not received on prior Payment Dates as a result of insufficient funds and (2) second, to pay Servicer Expenses; provided that the amounts in this clause (F)(2) shall not exceed the Servicer Expense Cap for such Payment Date; (G) (1) on the Payment Date occurring after the 12-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount of the Advances to not more than 75% of the outstanding principal amount of the Advances as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)) and (2) on the Payment Date occurring after the 18-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount of the Advances to not more than 50% of the outstanding principal amount of the Advances as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)); (H) if the Coverage Test is not satisfied as of the relevant Determination Date, to repay principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Coverage Test is satisfied (on a pro forma basis as at such Determination Date); provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion; (I) (i) during the Reinvestment Period, at the discretion and direction of the Servicer, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Unfunded Reserve Revolving Required Amount and (ii) after the Reinvestment Period, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Revolving Exposure; (J) to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties; (K) (1) first, to the payment or application of amounts referred to in clause (A) above, to the extent not paid in full pursuant to applications under such clause, (2) second, to the payment or application of amounts referred to in clause (B) above (in the order for priority set forth in the definition thereof) to the extent not paid in full pursuant to such clause, and (3) third, to the payment or application of amounts referred to in clause (F) above to the extent not paid in full pursuant to such clause; and (L) (1) if a Default has occurred and is continuing (including if the Borrower has received written notice of such Default from the Administrative Agent) (unless all Obligations owing to the Lenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Interest Collection Subaccount (except for amounts distributed in any Permitted RIC Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the Servicer, deposited into the Trust Account for investment in Collateral Loans), whether in the form of a distribution or otherwise. (ii) On each Payment Date so long as no Event of Default has occurred and is continuing or would result therefrom, except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, Principal Proceeds on deposit in the Principal Collection -139- Subaccount to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account to be applied in the following order of priority: (A) to the payment of unpaid amounts under clauses (A) through (F) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder, but subject to any caps specified therein; (B) during the Reinvestment Period, (i) if the Coverage Test is not satisfied as of the relevant Determination Date, to repay principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Coverage Test is satisfied (on a pro forma basis as at such Determination Date) and (ii) at the option of the Equityholder, to the Trust Account for the purchase of additional Collateral Loans (including funding Revolving Collateral Loans and Delayed Drawdown Collateral Loans) and/or to the Principal Collection Subaccount for the making of any Permitted Distribution or Permitted RIC Distributions; (C) after the Reinvestment Period, to repay the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full; provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion; (D) to the payment of amounts referred to in clauses (I), (J) and (K) of clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunderDates; and (E) (1) if a Default has occurred and is continuing (including if the Borrower has received written notice of such Default from the Administrative Agent) (unless all Obligations owing to the Lenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Principal Collection Subaccount (except for amounts distributed in any Permitted RIC Distribution) or (2) otherwiseTax Administrator, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the Servicer, deposited into the Trust Account for investment in Collateral Loans), whether in the form of a distribution or otherwiseTax Administrator's Fee previously earned and not received on prior Payment Dates. (iii) On each Payment Date following the occurrence and continuance of an Event of Default, all Interest Proceeds in the Interest Collection Subaccount, all Principal Proceeds in the Principal Collection Subaccount, and all amounts on deposit in the Trust Account, except for any amounts that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, in each caseSECOND, to the extent received on or before the related Determination Date (orClass A Holders, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred an amount equal to the lesser of (a) Available Funds after making all payments under clause FIRST of this Section 12.01(a) and (b) the Optimal Payment Account to be applied in the following order of priority: (A) to pay registration, registered office and filing fees, if any, of the Borrower, subject to a cap of $15,000 per annum; (B) (1) first, to pay Administrative Expenses as provided in Section 9.01(a)(i)(B) without regard Amount allocable to the Administrative Expense Cap and (2) secondClass A Notes. THIRD, to the Administrative Agent Class B Holders, an amount equal to pay the lesser of (a) Available Funds after making all fees payments under clauses FIRST and expenses SECOND of this Section 12.01(a) and (b) the Administrative Agent under Optimal Payment Amount allocable to the Facility Documents; (C) to make any Permitted RIC Distributions; (D) to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11; (E) (1) firstClass B Notes. FOURTH, to the Servicer Class C Holders, an amount equal to pay the Servicer Feelesser of (a) Available Funds after making all payments under clauses FIRST, plus any Servicer Fee that remains due SECOND and unpaid THIRD of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class C Notes. FIFTH, to the Class D Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST, SECOND, THIRD and FOURTH of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class D Notes. SIXTH, to the Owner Trustee in respect of any prior Payment Dates as a result of insufficient funds and (2) secondthe Equity Interest, to pay Servicer Expenses in accordance with the priorities specified in the definition thereof; provided that the amounts in this clause (E)(2) shall not exceed the Servicer Expense Cap; (F) to repay the principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until paid in full; provided that the Administrative Agent shall allocate such principal payments among the Classes in its sole discretion; (G) to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed an amount equal to the Secured Parties or Indemnified Parties; lesser of (Ha) (1Available Funds after making all payments under clauses FIRST, SECOND, THIRD, FOURTH and FIFTH of this Section 12.01(a) first, to the payment or application of amounts referred to in clause (A) above, to the extent not paid in full pursuant to such clause, and (2) second, to the payment or application of amounts referred to in clause (E)(2) above, to the extent not paid in full pursuant to such clause; and (I) any remaining amount shall be released to the Equityholder (or its designee), whether in the form of a distribution or otherwise. (b) If on any the Optimal Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according Amount allocable to the priority set forth under Section 9.01(a) to the extent funds are available thereforEquity Interest.

Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision in this Agreementherein, but subject to the other subsections sub-sections of this Section 9.0111.1 and to Section 13.1, on each Payment Date, the Collateral Agent Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 8.02 10.2 in accordance with the Payment Date Report and the following priorities (the “Priority of Payments”): ); provided that, unless such Payment Date is the Stated Maturity or an Enforcement Event has occurred and is continuing and other than as provided in Section 11.1(a)(iv) on any Redemption Date (other than a Redemption Date that is also a Payment Date), (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii). (i) On each Payment Date so long as no Date, unless an Enforcement Event of Default has occurred and is continuing or would result therefromcontinuing, Interest Proceeds on deposit in the Interest Collection SubaccountAccount, to the extent received on or before the related Determination Date (or, or if such Determination Date is not a Business Day, the next succeeding Business Day) will be and that are transferred into the Payment Account, to be applied in the following order of priority: (A) to pay registration, registered office and filing fees, if any, of the Borrower, subject to a cap of $15,000 per annum; (B) to pay Administrative Expenses (in the order for priority set forth in the definition thereof); provided that the amounts in this clause (B) shall not exceed the Administrative Expense Cap; (C) to make any Permitted RIC Distributions; (D) to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11; (E) to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents; (F) (1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds and (2) second, to pay Servicer Expenses; provided that the amounts in this clause (F)(2) shall not exceed the Servicer Expense Cap for such Payment Date; (G) (1) on the Payment Date occurring after the 12-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount of the Advances to not more than 75% of the outstanding principal amount of the Advances as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)) and (2) on the Payment Date occurring after the 18-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount of the Advances to not more than 50% of the outstanding principal amount of the Advances as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)); (H) if the Coverage Test is not satisfied as of the relevant Determination Date, to repay principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Coverage Test is satisfied (on a pro forma basis as at such Determination Date); provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion; (I) (i) during the Reinvestment Period, at the discretion and direction of the Servicer, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Unfunded Reserve Revolving Required Amount and (ii) after the Reinvestment Period, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Revolving Exposure; (J) to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties; (K) (1) first, to the payment or application of amounts referred to in clause (A) above, to the extent not paid in full pursuant to applications under such clause, (2) second, to the payment or application of amounts referred to in clause (B) above (in the order for priority set forth in the definition thereof) to the extent not paid in full pursuant to such clause, and (3) third, to the payment or application of amounts referred to in clause (F) above to the extent not paid in full pursuant to such clause; and (L) (1) if a Default has occurred and is continuing (including if the Borrower has received written notice of such Default from the Administrative Agent) (unless all Obligations owing to the Lenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Interest Collection Subaccount (except for amounts distributed in any Permitted RIC Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the Servicer, deposited into the Trust Account for investment in Collateral Loans), whether in the form of a distribution or otherwise. (ii) On each Payment Date so long as no Event of Default has occurred and is continuing or would result therefrom, except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, Principal Proceeds on deposit in the Principal Collection -139- Subaccount to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account to be applied in the following order of priority: (A) to the payment of unpaid amounts under clauses (A) through (F) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder, but subject to any caps specified therein; (B) during the Reinvestment Period, (i) if the Coverage Test is not satisfied as of the relevant Determination Date, to repay principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Coverage Test is satisfied (on a pro forma basis as at such Determination Date) and (ii) at the option of the Equityholder, to the Trust Account for the purchase of additional Collateral Loans (including funding Revolving Collateral Loans and Delayed Drawdown Collateral Loans) and/or to the Principal Collection Subaccount for the making of any Permitted Distribution or Permitted RIC Distributions; (C) after the Reinvestment Period, to repay the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full; provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion; (D) to the payment of amounts referred to in clauses (I), (J) and (K) of clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder; and (E) (1) if a Default has occurred and is continuing (including if the Borrower has received written notice of such Default from the Administrative Agent) (unless all Obligations owing to the Lenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Principal Collection Subaccount (except for amounts distributed in any Permitted RIC Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the Servicer, deposited into the Trust Account for investment in Collateral Loans), whether in the form of a distribution or otherwise. (iii) On each Payment Date following the occurrence and continuance of an Event of Default, all Interest Proceeds in the Interest Collection Subaccount, all Principal Proceeds in the Principal Collection Subaccount, and all amounts on deposit in the Trust Account, except for any amounts that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, in each case, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account to be applied in the following order of priority: (A) to pay registration, registered office and filing fees, if any, of the Borrower, subject to a cap of $15,000 per annum; (B) (1) first, to pay Administrative Expenses as provided in Section 9.01(a)(i)(B) without regard to taxes and governmental fees owing by the Administrative Expense Cap Issuer, if any and (2) second, to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents; (C) to make any Permitted RIC Distributions; (D) to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on Administrative Expenses, in the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11; (E) (1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds and (2) second, to pay Servicer Expenses in accordance with the priorities specified priority stated in the definition thereof; , up to the Administrative Expense Cap (except as otherwise expressly provided that the amounts in this clause (E)(2) shall not exceed the Servicer Expense Capconnection with any Optional Redemption, Clean-Up Call Redemption or Tax Redemption); (FB) to repay the principal on payment to the Advances Collateral Manager of each Lender (pro rata, based on each Lender’s Percentagei) until paid in full; provided that the Administrative Agent shall allocate such principal payments among the Classes in its sole discretion; (G) to pay, on a pro rata basis, any accrued and unpaid amounts owing to Affected Persons Collateral Management Fee due on such Payment Date (including any interest accrued on any Collateral Management Fee Shortfall Amount) minus the amount of any Current Deferred Management Fee, if any, and (ii) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed any Cumulative Deferred Management Fee requested to be paid at the Secured Parties or Indemnified Partiesoption of the Collateral Manager; (H) (1) first, to the payment or application of amounts referred to in clause (A) aboveprovided that, to the extent not paid in full Interest Proceeds are needed to satisfy any of the Coverage Tests (calculated on a pro forma basis after giving effect to all payments pursuant to this subclause (ii)), such clause, and (2) second, Interest Proceeds shall not be used to pay such portion of the payment or application of amounts referred Cumulative Deferred Management Fee requested to in clause (E)(2) above, to the extent not be paid in full pursuant to such clause; and this subclause (I) any remaining amount shall be released to the Equityholder (or its designeeii), whether in the form of a distribution or otherwise. (b) If on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.;

Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision in this Agreement, but subject to the other subsections of this Section 9.01, on each Payment Date, the Collateral Agent shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 8.02 in accordance with the Payment Date Report and the following priorities (the “Priority of Payments”): ) as set forth in the related Monthly Report: (i) On each Payment Date so long as no prior to the occurrence and continuance of an Event of Default has occurred and is continuing or would result therefromDefault, Interest Proceeds on deposit in the Interest Collection Subaccount, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred into the Payment Account, to be applied in the following order of priority: (A) (1) first, to pay registrationall out-of-pocket costs and expenses (including the fees and expenses of attorneys, registered office experts and filing fees, if any, agents) of the BorrowerCollateral Agent incurred in connection with any sale of Collateral or other exercises of its remedial rights pursuant to Section 7.03; and (2) second, subject to a cap pay to the Collateral Agent, the Collateral Administrator, Intermediary and the Document Custodian, any amounts -128- payable pursuant to Collateral Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter, this Agreement and the other Facility Documents, provided that the amount applied under this clause (A)(2) for such Payment Date shall not exceed the Third Party Expense Cap for such Payment Date; provided, further that the Third Party Expense Cap shall not apply with respect to fees and expenses (including the fees and expenses of $15,000 per annumattorneys, experts and agents) incurred in connection with the transfer of servicing to Successor Collateral Manager; (B) to the Collateral Manager, to pay Administrative Expenses accrued and unpaid Collateral Management Fees and all other expenses (including indemnities) incurred by the Collateral Manager in connection with the order for priority set forth services provided under this Agreement and as further described in Sections 11.03, 11.07 and 11.09, provided that, to the definition thereof)extent directed by the Collateral Manager, all or any portion of such Collateral Management Fees may be waived or payable to an Affiliate of the Collateral Manager; provided provided, further, that the amounts in amount applied under this clause (B) for such Payment Date in respect of expenses and indemnities shall not exceed the Administrative Collateral Manager Expense CapCap for such Payment Date; (C) to make pay regular scheduled payments, any Permitted RIC Distributionsfees and expenses incurred under any hedge agreement (excluding any hedge termination payments); (D) to each Lender, pro rata, based on amounts owed, Lender to pay accrued and unpaid Interest on the Advances and Unused Interest, Commitment Fees due to each such Lender and amounts payable to each such Lender under Section 2.11Sections 2.09 and 2.10; (E) to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents; (F) (1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds and (2) second, to pay Servicer Expenses; provided that the amounts in this clause (F)(2) shall not exceed the Servicer Expense Cap for such Payment Date; (G) (1) on the Payment Date occurring after the 12-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount of the Advances to not more than 75% of the outstanding principal amount of the Advances as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)) and (2) on the Payment Date occurring after the 18-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount of the Advances to not more than 50% of the outstanding principal amount of the Advances as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)); (H) if the Coverage Maximum Advance Rate Test is not satisfied as of the relevant related Determination Date, to repay pay the principal on of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Coverage Maximum Advance Rate Test is satisfied (on a pro forma basis as at such Determination Date); (F) to payment of Administrative Expenses; provided that the Borrower shall be permitted to allocate amount applied under this clause (F) for such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on shall not exceed the Administrative Expense Cap for such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion; (IG) (i) during the Reinvestment Period, at the discretion and direction of the Servicer, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Unfunded Reserve Revolving Required Amount and (ii) after the Reinvestment Period, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Revolving Exposure; (J) to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties; (K) (1) first, to the payment or application of amounts referred to in clause clauses (A), (B), (C) and (F) above (in the same order of priority specified above), to the extent not paid in full pursuant to applications under such clause, (2) second, to the payment or application of amounts referred to in clause (B) above (in the order for priority set forth in the definition thereof) to the extent not paid in full pursuant to such clause, and (3) third, to the payment or application of amounts referred to in clause (F) above to the extent not paid in full pursuant to such clause; and (L) (1) if a Default has occurred and is continuing (including if the Borrower has received written notice of such Default from the Administrative Agent) (unless all Obligations owing to the Lenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Interest Collection Subaccount (except for amounts distributed in any Permitted RIC Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the Servicer, deposited into the Trust Account for investment in Collateral Loans), whether in the form of a distribution or otherwise. (ii) On each Payment Date so long as no Event of Default has occurred and is continuing or would result therefrom, except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, Principal Proceeds on deposit in the Principal Collection -139- Subaccount to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account to be applied in the following order of priority: (A) to the payment of unpaid amounts under clauses (A) through (F) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder, but subject to any caps specified thereinclauses; (BH) [reserved]; (I) during the Reinvestment Period, (i) if the Coverage Test is not satisfied as of the relevant Determination Date, to repay principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Coverage Test is satisfied (on a pro forma basis as at such Determination Date) and (ii) at the option of the Equityholder, to the Trust Account for the purchase of additional Collateral Loans (including funding Revolving Collateral Loans and Delayed Drawdown Collateral Loans) and/or to the Principal Collection Subaccount for the making payment of any Permitted Distribution hedge breakage or Permitted RIC Distributionstermination costs owed by the Borrower; (CJ) after the Reinvestment Period, to repay the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full; provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion; (D) to the payment of amounts referred to in clauses (I), (J) and (K) of clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder; and (E) (1) if a Default has occurred and is continuing (including if the Borrower has received written notice of such Default from the Administrative Agent) (unless all Obligations owing to the Lenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Principal Collection Subaccount (except for amounts distributed in any Permitted RIC Distribution) hedge breakage or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the Servicer, deposited into the Trust Account for investment in Collateral Loans), whether in the form of a distribution or otherwise. (iii) On each Payment Date following the occurrence and continuance of an Event of Default, all Interest Proceeds in the Interest Collection Subaccount, all Principal Proceeds in the Principal Collection Subaccount, and all amounts on deposit in the Trust Account, except for any amounts that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, in each case, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account to be applied in the following order of priority: (A) to pay registration, registered office and filing fees, if any, of termination costs owed by the Borrower, subject to a cap of $15,000 per annum; (B) (1) first, to pay Administrative Expenses as provided in Section 9.01(a)(i)(B) without regard to the Administrative Expense Cap and (2) second, to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents; (C) to make any Permitted RIC Distributions; (D) to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11; (E) (1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds and (2) second, to pay Servicer Expenses in accordance with the priorities specified in the definition thereof; provided that the amounts in this clause (E)(2) shall not exceed the Servicer Expense Cap; (F) to repay the principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until paid in full; provided that the Administrative Agent shall allocate such principal payments among the Classes in its sole discretion; (G) to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties; (H) (1) first, to the payment or application of amounts referred to in clause (A) above, to the extent not paid in full pursuant to such clause, and (2) second, to the payment or application of amounts referred to in clause (E)(2) above, to the extent not paid in full pursuant to such clause; and (I) any remaining amount shall be released to the Equityholder (or its designee), whether in the form of a distribution or otherwise. (b) If on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.and