Common use of Principal Collections Clause in Contracts

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date), to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian Agent of the related Payment Date Report) the Collateral Custodian Agent to pay pursuant to the latest Payment Date Report (and the Collateral Custodian Agent shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) 7) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; (3) after the Revolving Period End Date, to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause clauses (8) though (9) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and; (5) after the Revolving Period End Date, to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) after the Revolving Period End Date, any remaining amounts shall be distributed (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Principal Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) i. to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) 14) thereof; (2) ii. during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager Borrower (i) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay repayingrepay the Advances Outstanding; (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (5) iii. to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1015) through (1516) thereof; iv. after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (6) v. any remaining amounts shall be distributed (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereundernominee thereof.

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used (on such Payment Date or maintained in the Principal Collection Account for such use) with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; provided that any Available Funds in the Principal Collection Account not distributed or maintained pursuant to this clause (2) shall, on such Payment Date, be distributed in accordance with the remainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) (A) on and after the Revolving Period End Date but prior to the one year anniversary of the Revolving Period End Date, (i) at least eighty percent (80.00%) to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full and (ii) so long as no Default or Event of Default shall have occurred and there shall not exist a Borrowing Base Deficiency, at the discretion of the Borrower, up to twenty percent (20.00%) first to any payment required to be made pursuant to clauses (5) or (6) below (in such order), and then to the Borrower’s direct or indirect equity holders and (B) on and after the one year anniversary of the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and; (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default (about which notice has been given to the Borrower or the Borrower otherwise has knowledge thereof) has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Principal Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used Operating Account or as otherwise directed by the Borrower to make Restricted Payments or for any other purpose permitted hereunderBorrower.

Principal Collections. On each Quarterly Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Quarterly Payment Date Report) the Collateral Custodian to pay pursuant to the latest Quarterly Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available FundsFunds (other than Principal Collections that have been designated for use to settle binding commitments with respect to Eligible Loans entered into prior to the applicable Quarterly Determination Date), in reliance on the information set forth in such Quarterly Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority and subject to the limits set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Date, (1) prior to the one (1) year anniversary of Revolving Period End Date, 80% of the remaining amounts to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances Outstanding until all Loan Advances are paid in full and 20% of the remaining amounts to be distributed to the Borrower and (2) otherwise, 100% of the remaining amounts to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances Outstanding until paid in full; and; (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunderunder this Agreement.

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: : (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof; ; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used (on such Payment Date or maintained in the Principal Collection Account for such use) with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; ; provided that any Available Funds in the Principal Collection Account not distributed or maintained pursuant to this clause (2) shall, on such Payment Date, be distributed in accordance with the remainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Date; -79- [Willow Tree BDC] Amended and Restated Loan, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default has occurred Security and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date), to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.Collateral Management Agreement #506694681

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: : (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof; ; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used (on such Payment Date or maintained in the Principal Collection Account for such use) with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; ; provided that any Available Funds in the Principal Collection Account not distributed or maintained pursuant to this clause (2) shall, on such Payment Date, be distributed in accordance with the remainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; ; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (5) to the extent not paid pursuant to Section 2.7(a)-81- [Willow Tree BDC] Amended and Restated Loan, to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default has occurred Security and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date), to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.Collateral Management Agreement #506694681

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used (on such Payment Date or maintained in the Principal Collection Account for such use) with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding;; provided that any Available Funds in the Principal Collection Account not distributed or maintained pursuant to this clause (2) shall, on such Payment Date, be distributed in accordance with the remainder of this Section 2.7(b); [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and; (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default (about which notice has been given to the Borrower or the Borrower otherwise has knowledge thereof) has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Principal Collection Account, or (ii) otherwise, to the Operating Account or as otherwise directed by the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.

Principal Collections. On each Payment Date, so So long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian Administrative Agent, on behalf of the related Payment Date Report) Facility Servicer and the Collateral Custodian to pay Borrower, shall (as directed pursuant to the latest first paragraph of this Section 2.08) instruct the Account Bank to transfer Principal Collections (with respect to all Term Loan Series) held by the Account Bank in the Collection Account in accordance with the Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in for such Payment Date Report) Date, and shall distribute such funds, to the following Persons, Persons in the following amounts amounts, calculated as of the most recent Determination Date, in the following order of and priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Datefirst, to the Administrative Agent for ratable distribution to be distributed pro rata the Administrative Agent, the Collateral Custodian and the Facility Servicer (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Person) to pay amounts due under Section 2.08(a)(i) but not paid thereunder; (ii) second, to the Borrower to pay amounts permitted under Section 2.08(a)(ii) but not paid thereunder; (iii) third, to the Administrative Agent for the ratable distribution to the Lenders (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Person) to pay amounts due under Section 2.08(a)(iii) but not paid thereunder; (iv) fourth, to the Administrative Agent for distribution to each Lender (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Person) to pay amounts due under Section 2.08(a)(iv) but not paid thereunder; (v) fifth, to the Administrative Agent for distribution to each Secured Party (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Person) to pay amounts due under Section 2.08(a)(v) but not paid thereunder; (vi) sixth, for Principal Collections with respect to a particular Loan Asset, to the Administrative Agent for distribution to each Lender of the Term Loan Series Relating to such Loan Asset (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Person), to repay such Lender’s Pro Rata Share (for such Term Loan Series) of the Advances Outstanding of such Term Loan Series in an amount up to the greater of (A) an amount equal to the product of (1) the Advance Rate for such Loan Asset and (2) the amount of such Principal Collections (after giving effect to clauses (b)(i) through (b)(v), inclusive, above) and (B) the amount such that the Advances Outstanding under such Term Loan Series do not exceed the Borrowing Base for such Term Loan Series (as determined on the date of such repayment) up to the excess available after giving effect to clauses (b)(i) through (b)(v), inclusive, above; (vii) seventh, if a Market Trigger Event has occurred and is continuing, to the Administrative Agent for distribution to each Lender (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Person) to pay amounts due under Section 2.08(a)(vi) but not paid thereunder up to the excess available after giving effect to clauses (b)(i) through (b)(vi), inclusive, above; (viii) eighth, if there are less than four Eligible Loan Assets in the Collateral Portfolio (across all Term Loan Series) on such on such Payment Date, all excess after giving effect to clauses (b)(i) through (b)(vii), inclusive, above, to the Administrative Agent for distribution to each Lender (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Person) to repay such Lender’s Pro Rata Share (for each applicable Term Loan Series) of the Advances Outstanding for all outstanding Term Loan Series (pro rata across such outstanding Term Loan Series based on Advances Outstanding for such Term Loan Series) until paid such Advances Outstanding are repaid in full; and (5ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the extent not paid pursuant payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to Section 2.7(a)any such payments under this clause (b)(ix) the balance on deposit in the Collection Account is greater than any minimum balance requirement then applicable under the Account Control Agreement, which as of the date hereof is $1,000, to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default has occurred and is continuing Borrower or (y) there is a Borrowing Base Deficiency (recalculated as of such date), to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make may direct (including as a Restricted Payments or for any other purpose permitted hereunderJunior Payment).

Principal Collections. On each Quarterly Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Quarterly Payment Date Report) the Collateral Custodian to pay pursuant to the latest Quarterly Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available FundsFunds (other than Principal Collections that have been designated for use to settle binding commitments with respect to Eligible Loans entered into prior to the applicable Quarterly Determination Date), in reliance on the information set forth in such Quarterly Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority and subject to the limits set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used (on such Quarterly Payment Date or maintained in the Principal Collection Account for such use) with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or Agreement, (ii) to repay the Advances OutstandingOutstanding or (iii) to the applicable Person, the amounts payable pursuant to clauses (3), (5) and (6) below, in sequential order of priority; provided that any Available Funds in the Principal Collection Account not distributed or maintained pursuant to this clause (2) shall, on such Quarterly Payment Date, be distributed in accordance with the remainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Date, (1) prior to the one (1) year anniversary of Revolving Period End Date, 80% of the remaining amounts to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances Outstanding until all Loan Advances are paid in full and 20% of the remaining amounts to be distributed to the Borrower and (2) otherwise, 100% of the remaining amounts to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances Outstanding until paid in full; and; (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default (about which notice has been given to the Borrower or the Borrower otherwise has knowledge thereof) has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Principal Collection Account, or (ii) otherwise, to theat the Borrower, which amounts may be used by discretion of the Collateral Manager to the Pre-Funded Equity Account or the Borrower to make Restricted Payments or for any other purpose permitted hereunderunder this Agreement.

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) 14) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager Borrower (i) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay repaying the Advances Outstanding; (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause clauses (915) through (16) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date), to the Interest Collection Account, Borrower or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.nominee thereof. [FS Investment] Loan and Security Agreement

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) 14) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager Borrower (i) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause clauses (915) through (16) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereundernominee thereof.

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date), to the Interest Collection Account, or (ii) otherwise, to the Operating Account or as otherwise directed by the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) 14) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager Borrower (i) to be used (on such Payment Date or maintained in the Principal Collection Account for such use) with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; provided that any Available Funds in the Principal Collection Account not distributed (or maintained) pursuant to this clause (2) shall, on such Payment Date, be distributed in accordance with the remainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause clauses (915) through (16) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default (about which notice has been given to the Borrower or the Borrower otherwise has knowledge thereof) has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used Operating Account or as otherwise directed by the Borrower to make Restricted Payments or for any other purpose permitted hereunderBorrower.

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and; (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (1514) thereof; and (6) any remaining amounts shall be distributed to (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Principal Collection Account, Account or (ii) otherwise, to the Borrower, Borrower (which amounts may be used by released to the Borrower to make Restricted Payments or for any other purpose permitted hereunderFund, at the direction of the Borrower).

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) 14) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager Borrower (i) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay repaying the Advances Outstanding; (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause clauses (915) through (16) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; andand [FS Investment] Loan and Security Agreement (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereundernominee thereof.

Principal Collections. On each Quarterly Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Quarterly Payment Date Report) the Collateral Custodian to pay pursuant to the latest Quarterly Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available FundsFunds (other than Principal Collections that have been designated for use to settle binding commitments with respect to Eligible Loans entered into prior to the applicable Quarterly Determination Date), in reliance on the information set forth in such Quarterly Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority and subject to the limits set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used (on such Payment Date or maintained in the Principal Collection Account for such use) with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or Agreement, (ii) to repay the Advances Outstanding; Outstanding or (3iii) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (103), (5) through (15) thereof; and and (6) below, in sequential order of priority; provided that any remaining amounts shall be Available Funds in the Principal Collection Account not distributed (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date), maintained pursuant to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.this clause

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) 14) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager Borrower (i) to be used (on such Payment Date or maintained in the Principal Collection Account for such use) with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; provided that any Available Funds in the Principal Collection Account not distributed (or maintained) pursuant to this clause (2) shall, on such Payment Date, be distributed in accordance with the remainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause clauses (915) through (16) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default (about which notice has been given to the Borrower or the Borrower otherwise has knowledge thereof) has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used Operating Account or as otherwise directed by the Borrower to make Restricted Payments or for any other purpose permitted hereundernominee thereof.

Principal Collections. On each Payment Date, so So long as no Event of Default has occurred and is continuing, the Collateral Manager Facility Servicer, on behalf of the Borrower, shall direct (which direction shall be deemed given upon receipt as directed pursuant to the first paragraph of this Section 2.08) instruct the Account Bank to transfer Principal Collections held by the Collateral Custodian Account Bank in the Collection Account in accordance with the Payment Date Report for such Payment Date, and shall instruct the Administrative Agent to distribute such funds on such Payment Date, to the following Persons in the following amounts, calculated as of the related Payment Date Reportmost recent Determination Date, in the following order and priority: (i) first, to the Administrative Agent for the ratable distribution (A) first, to the Administrative Agent and the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Reportamounts due under Section 2.08(a)(i) to the following Persons, the following amounts in the following order of priority: (1) to the extent but not paid pursuant to Section 2.7(a)thereunder and (B) thereafter, to the applicable Person, in the order of priority set forth in Facility Servicer to pay amounts due under Section 2.7(a), such amounts payable pursuant to clauses (12.08(a)(i) through (8) thereofbut not paid thereunder; (2ii) during the Revolving Periodsecond, to the Principal Collection Account, Borrower to be distributed at the discretion of the Collateral Manager (ipay amounts permitted under Section 2.08(a)(ii) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstandingbut not paid thereunder; (3iii) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Datethird, to the Administrative Agent to be distributed pro rata for the ratable distribution to the Lenders to pay amounts due under Section 2.08(a)(iii) but not paid thereunder; (iv) fourth, if a Market Trigger Event has occurred and is continuing at such time, then to the Administrative Agent for the ratable distribution to each Lender to repay such Lender’s Pro Rata Share of the Advances Outstanding in an aggregate amount (A) with respect to a Market Trigger Event specified in clause (a) of the definition thereof, such that such Market Trigger Event is no longer deemed to be continuing after giving pro forma effect to such repayments and (B) with respect to a Market Trigger Event specified in clause (b) of the definition thereof, until paid the Advances Outstanding are repaid in full; and (5v) to the extent not paid pursuant to Section 2.7(a)fifth, to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default no Market Trigger Event has occurred and is continuing at such time (or is no longer deemed to be continuing after giving effect to the repayments under clause (ya)(iv) there is a Borrowing Base Deficiency (recalculated as of such date)above, to the Interest Collection Account, Borrower or (ii) otherwise, to the Borrower, which amounts may be used by as the Borrower to make may direct (including as a Restricted Payments or for any other purpose permitted hereunderJunior Payment).

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian Agent of the related Payment Date Report) the Collateral Custodian Agent to pay pursuant to the latest Payment Date Report (and the Collateral Custodian Agent shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) 7) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding;; CIBC – PPIF Loan and Security Agreement (3) after the Revolving Period End Date, to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause clauses (8) though (9) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and; (5) after the Revolving Period End Date, to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) after the Revolving Period End Date, any remaining amounts shall be distributed (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Principal Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) 14) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager Borrower (i) to be used (on such Payment Date or maintained in the Principal Collection Account for such use) with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding;; provided that any Available Funds in the Principal Collection Account not distributed (or maintained) pursuant to this clause (2) shall, on such Payment Date, be distributed in accordance with the remainder of this Section 2.7(b); [KFIT] Loan and Security Agreement (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause clauses (915) through (16) thereof; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default (about which notice has been given to the Borrower or the Borrower otherwise has knowledge thereof) has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used Operating Account or as otherwise directed by the Borrower to make Restricted Payments or for any other purpose permitted hereunderBorrower.

Principal Collections. On each Quarterly Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Quarterly Payment Date Report) the Collateral Custodian to pay pursuant to the latest Quarterly Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available FundsFunds (other than Principal Collections that have been designated for use to settle binding commitments with respect to Eligible Loans entered into prior to the applicable Quarterly Determination Date), in reliance on the information set forth in such Quarterly Payment Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority and subject to the limits set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used (on such Payment Date or maintained in the Principal Collection Account for such use) with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or Agreement, (ii) to repay the Advances OutstandingOutstanding or (iii) to the applicable Person, the amounts payable pursuant to clauses (3), (5) and (6) below, in sequential order of priority; provided that any Available Funds in the Principal Collection Account not distributed or maintained pursuant to this clause (2) shall, on such Payment Date, be distributed in accordance with the remainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) after the Revolving Period End Date, (1) prior to the one (1) year anniversary of Revolving Period End Date, 80% of the remaining amounts to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances Outstanding until all Loan Advances are paid in full and 20% of the remaining amounts to be distributed to the Borrower and (2) otherwise, 100% of the remaining amounts to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances Outstanding until paid in full; and; (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default (about which notice has been given to the Borrower or the Borrower otherwise has knowledge thereof) has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date)continuing, to the Interest Principal Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunderunder this Agreement.

Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority: : (1) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) 9) thereof; ; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used (on such Payment Date or maintained in the Principal Collection Account for such use) with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding; ; provided that any Available Funds in the Principal Collection Account not distributed or maintained pursuant to this clause (2) shall, on such Payment Date, be distributed in accordance with the remainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (910) thereof; ; (4) after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and (5) to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1011) through (1516) thereof; and (6) any remaining amounts shall be distributed (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date), to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.