Common use of Principal Collections Clause in Contracts

Principal Collections. So long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf of the Facility Servicer and the Borrower, shall (as directed pursuant to the 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 for such Payment Date, and shall distribute such funds, to the following Persons in the following amounts, calculated as of the most recent Determination Date, in the following order and priority: (i) first, to the Administrative Agent for ratable distribution to 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment).

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the first paragraph latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of this 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 2.082.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) instruct through (8) thereof; (2) during the Revolving Period, 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 Bank to transfer Principal Collections (for such use) with respect to all Term Loan Seriesany Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) held by to repay the Account Bank 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 Payment Date Report for such Payment Date, and shall distribute such fundsremainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the following Persons in the following amounts, calculated as of the most recent Determination Dateapplicable Person, in the following order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (4) (A) on and priority: after the Revolving Period End Date but prior to the one year anniversary of the Revolving Period End Date, (i) firstat 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 for ratable distribution to be distributed pro rata to the Administrative AgentLenders to repay the Advances until paid in full; (5) to the extent not paid pursuant to Section 2.7(a), 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, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) to pay amounts due under Section 2.08(a)(ithrough (15) but not paid thereunder;thereof; and (ii6) second, any remaining amounts shall be distributed (i) if a Default (about which notice has been given to the Borrower to pay amounts permitted under Section 2.08(a)(iior the Borrower otherwise has knowledge thereof) 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 Principal Collection Account, or (ii) otherwise, to each Lender (or, if the Operating Account or as otherwise 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment)Borrower.

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the 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 latest Payment Date Report for (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, and shall distribute such funds, Date Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and 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) firstto 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 for ratable distribution to 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 be distributed pro rata 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 until 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 such Advances Outstanding are repaid in full; and (ix5) ninthto 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 (Ax) no Market Trigger Event a Default has occurred and would be is continuing after giving effect to the payments under clauses or (b)(iy) through there is a Borrowing Base Deficiency (b)(viii) above, and (B) after giving effect to 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 recalculated as of the date hereof is $1,000such date), to the Borrower Interest Collection Account, or as (ii) otherwise, to the Borrower, which amounts may be used by the Borrower may direct (including as a to make Restricted Junior Payment)Payments or for any other purpose permitted hereunder.

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Agent of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Agent to pay pursuant to the 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 latest Payment Date Report for (and the Collateral 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, and shall distribute such funds, Date Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and 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 (7) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) firstto 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 clauses (8) though (9) thereof; (4) after the Revolving Period End Date, to the Administrative Agent for ratable distribution to be distributed pro rata to the Administrative Agent, Lenders to repay the Collateral Custodian and Advances until paid in full; (5) after the Facility Servicer (or, if directed by the Administrative AgentRevolving Period End Date, to pay any such ratable amount directly the extent not paid pursuant to Section 2.7(a), to the applicable Person) to pay amounts due under , in the order of priority set forth in 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 Person2.7(a), 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 amounts payable pursuant to clauses (b)(i10) through (b)(v), inclusive, above15) 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;thereof; and (vii6) seventhafter the Revolving Period End Date, any remaining amounts shall be distributed (i) if a Market Trigger Event Default has occurred and is continuing, to the Administrative Agent for distribution to each Lender Principal Collection Account, or (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Personii) 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, aboveotherwise, 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment)Borrower.

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the 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 latest Payment Date Report for (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, and shall distribute such funds, Date Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and 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 (14) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Borrower (i) firstto 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 clauses (15) through (16) thereof; (4) after the Revolving Period End Date, to the Administrative Agent for ratable distribution to 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 be distributed pro rata to the Lenders (or, if directed by to repay 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 Advances until paid thereunder;in full; and (iv5) fourth, to the Administrative Agent for distribution to each Lender any remaining amounts shall be distributed (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Personi) 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 Default has occurred and is continuing, to the Administrative Agent for distribution to each Lender Interest Collection Account, or (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Personii) 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 $1,000otherwise, to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment)any nominee thereof.

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the 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 latest Payment Date Report for (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, and shall distribute such funds, Date Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and 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 (14) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Borrower (i) firstto be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to 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 clauses (15) through (16) thereof; (4) after the Revolving Period End Date, to the Administrative Agent for ratable distribution to 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 be distributed pro rata to the Lenders (or, if directed by to repay 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 Advances until paid thereunder;in full; and [FS Investment] Loan and Security Agreement (iv5) fourth, to the Administrative Agent for distribution to each Lender any remaining amounts shall be distributed (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Personi) 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 Default has occurred and is continuing, to the Administrative Agent for distribution to each Lender Interest Collection Account, or (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Personii) 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 $1,000otherwise, to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment)any nominee thereof.

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the 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 latest Payment Date Report for (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, and shall distribute such funds, Date Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and of priority: (i) first, 1. to the Administrative Agent for ratable distribution extent not paid pursuant to the Administrative AgentSection 2.7(a), 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, 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 pay amounts due under Section 2.08(a)(ibe used (on such Payment Date or maintained in the Principal Collection Account for such use) but not paid thereunder; with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (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 Outstanding; provided that any Available Funds in an amount up the Principal Collection Account not distributed or maintained pursuant to the greater of (A) an amount equal to the product of (1) the Advance Rate for such Loan Asset and this clause (2) the amount of such Principal Collections (after giving effect to clauses (b)(i) through (b)(v)shall, 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 be distributed in accordance with the remainder of this Section 2.7(b); 3. to clauses (b)(i) through (b)(viithe extent not paid pursuant to Section 2.7(a), 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) , in the order of priority set forth in Section 2.7(a), such amounts payable pursuant 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to any such payments under this clause (b)(ix9) 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment).thereof;

Principal Collections. So On each Quarterly Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Quarterly Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the first paragraph latest Quarterly Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of this Section 2.08) instruct the Account Bank to transfer Available Funds (other than Principal Collections (that have been designated for use to settle binding commitments with respect to all Term Loan Series) held by Eligible Loans entered into prior to the Account Bank applicable Quarterly Determination Date), in reliance on the Collection Account information set forth in accordance with the such Quarterly Payment Date Report for such Payment Date, and shall distribute such funds, Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and 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) firstto 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 for ratable distribution 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 AgentAgent to be distributed pro rata to the Lenders to repay the Advances Outstanding until paid in full; (5) to the extent not paid pursuant to Section 2.7(a), 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 , in the order of priority set forth in 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 Person2.7(a), 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 amounts payable pursuant to clauses (b)(i10) through (b)(v), inclusive, above15) 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;thereof; and (vii6) seventh, any remaining amounts shall be distributed (i) if a Market Trigger Event Default has occurred and is continuing, to the Administrative Agent for distribution to each Lender Interest Collection Account, or (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Personii) 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 $1,000otherwise, to the Borrower to make Restricted Payments or as the Borrower may direct (including as a Restricted Junior Payment)for any other purpose permitted under this Agreement.

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the 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 latest Payment Date Report for (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, and shall distribute such funds, Date Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and 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) firstto 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 for ratable distribution to 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 be distributed pro rata 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 until 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 such Advances Outstanding are repaid in full; and (ix5) ninthto 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 (Ax) no Market Trigger Event a Default has occurred and would be is continuing after giving effect to the payments under clauses or (b)(iy) through there is a Borrowing Base Deficiency (b)(viii) above, and (B) after giving effect to 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 recalculated as of the date hereof is $1,000such date), to the Borrower 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 may direct (including as a to make Restricted Junior Payment)Payments or for any other purpose permitted hereunder.

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the first paragraph latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of this 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 2.082.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) instruct through (14) thereof; (2) during the Revolving Period, to be distributed at the discretion of the Borrower (i) to be used (on such Payment Date or maintained in the Principal Collection Account Bank to transfer Principal Collections (for such use) with respect to all Term Loan Seriesany Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) held by to repay the Account Bank 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 Payment Date Report for such Payment Date, and shall distribute such fundsremainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the following Persons in the following amounts, calculated as of the most recent Determination Dateapplicable Person, in the following order and priority:of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (15) through (16) thereof; (i4) firstafter the Revolving Period End Date, to the Administrative Agent for ratable distribution to be distributed pro rata to the Administrative Agent, Lenders to repay 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 Advances until paid thereunder;in full; and (ii5) second, any remaining amounts shall be distributed (i) if a Default (about which notice has been given to the Borrower to pay amounts permitted under Section 2.08(a)(iior the Borrower otherwise has knowledge thereof) 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 Interest Collection Account, or (ii) otherwise, to each Lender (or, if the Operating Account or as otherwise 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment)Borrower.

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the first paragraph latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of this 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 2.082.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) instruct through (14) thereof; (2) during the Revolving Period, to be distributed at the discretion of the Borrower (i) to be used (on such Payment Date or maintained in the Principal Collection Account Bank to transfer Principal Collections (for such use) with respect to all Term Loan Seriesany Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) held by to repay the Account Bank 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 Payment Date Report for such Payment Date, remainder of this Section 2.7(b); [KFIT] Loan and shall distribute such fundsSecurity Agreement (3) to the extent not paid pursuant to Section 2.7(a), to the following Persons in the following amounts, calculated as of the most recent Determination Dateapplicable Person, in the following order and priority:of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (15) through (16) thereof; (i4) firstafter the Revolving Period End Date, to the Administrative Agent for ratable distribution to be distributed pro rata to the Administrative Agent, Lenders to repay 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 Advances until paid thereunder;in full; and (ii5) second, any remaining amounts shall be distributed (i) if a Default (about which notice has been given to the Borrower to pay amounts permitted under Section 2.08(a)(iior the Borrower otherwise has knowledge thereof) 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 Interest Collection Account, or (ii) otherwise, to each Lender (or, if the Operating Account or as otherwise 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment)Borrower.

Principal Collections. So On each Quarterly Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Quarterly Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the first paragraph latest Quarterly Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of this Section 2.08) instruct the Account Bank to transfer Available Funds (other than Principal Collections (that have been designated for use to settle binding commitments with respect to all Term Loan SeriesEligible Loans entered into prior to the applicable Quarterly Determination Date), in reliance on the information set forth in such Quarterly Payment Date Report) held by to the Account Bank 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 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, (ii) to repay the Advances Outstanding 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 Payment Date Report for such Payment Date, and shall distribute such fundsremainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the following Persons in the following amounts, calculated as of the most recent Determination Dateapplicable Person, in the following order and priority:of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (i4) firstafter 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 for ratable distribution 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 AgentAgent to be distributed pro rata to the Lenders to repay the Advances Outstanding until paid in full; (5) to the extent not paid pursuant to Section 2.7(a), 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, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) to pay amounts due under Section 2.08(a)(ithrough (15) but not paid thereunder;thereof; and (ii6) second, any remaining amounts shall be distributed (i) if a Default (about which notice has been given to the Borrower to pay amounts permitted under Section 2.08(a)(iior the Borrower otherwise has knowledge thereof) 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 Principal Collection Account, or (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Personii) 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 $1,000otherwise, to the Borrower to make Restricted Payments or as the Borrower may direct (including as a Restricted Junior Payment)for any other purpose permitted under this Agreement.

Principal Collections. So long as no Event of Default has occurred and is continuing, the Administrative AgentFacility Servicer, on behalf of the Facility Servicer and the Borrower, shall (as directed pursuant to the 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 for such Payment Date, and shall instruct the Administrative Agent to distribute such fundsfunds on such Payment Date, to the following Persons in the following amounts, calculated as of the most 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, Agent and the Collateral Custodian to pay amounts due under Section 2.08(a)(i) but not paid thereunder and (B) thereafter, to 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 continuingcontinuing at such time, then to the Administrative Agent for the ratable 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 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 rata across forma effect to such outstanding Term Loan Series based on Advances Outstanding for such Term Loan Seriesrepayments and (B) with respect to a Market Trigger Event specified in clause (b) of the definition thereof, until such the Advances Outstanding are repaid in full; and (ixv) ninth[Reserved]; and (vi) (v) fifthsixth, if (A) no Market Trigger Event has occurred and would is continuing at such time (or is no longer deemed to be continuing after giving effect to the payments repayments under clauses clause (b)(i) through (b)(viiia)(iv) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment).

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the 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 latest Payment Date Report for (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, and shall distribute such funds, Date Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and 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 (14) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Borrower (i) firstto be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to 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 clauses (15) through (16) thereof; (4) after the Revolving Period End Date, to the Administrative Agent for ratable distribution to 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 be distributed pro rata 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 until 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 such Advances Outstanding are repaid in full; and (ix5) ninth, if (A) no Market Trigger Event has occurred and would any remaining amounts shall be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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, distributed to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment).any nominee thereof. [FS Investment] Loan and Security Agreement

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the 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 latest Payment Date Report for (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, and shall distribute such funds, Date Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and of priority: 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 (14) thereof; ii. during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Borrower (i) firstto be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repayingrepay the Advances Outstanding; 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 (15) through (16) thereof; iv. after the Revolving Period End Date, to the Administrative Agent for ratable distribution to 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 be distributed pro rata 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 until paid in an amount up to the greater of full; and v. any remaining amounts shall be distributed (Ai) 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 Default has occurred and is continuing, to the Administrative Agent for distribution to each Lender Interest Collection Account, or (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Personii) 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 $1,000otherwise, to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment)any nominee thereof.

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the 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 latest Payment Date Report for (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, and shall distribute such funds, Date Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and 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) firstto 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 for ratable distribution to be distributed pro rata to the Administrative AgentLenders to repay the Advances until paid in full; (5) to the extent not paid pursuant to Section 2.7(a), 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 , in the order of priority set forth in 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 Person2.7(a), 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 amounts payable pursuant to clauses (b)(i10) through (b)(v), inclusive, above14) 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;thereof; and (vii6) seventh, any remaining amounts shall be distributed to (i) if a Market Trigger Event Default 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to any such payments under this clause (b)(ix) the balance on deposit in the Principal Collection Account is greater than any minimum balance requirement then applicable under the Account Control Agreement, which as of the date hereof is $1,000or (ii) otherwise, to the Borrower or as (which may be released to the Borrower may direct (including as a Restricted Junior PaymentFund, at the direction of the Borrower).

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Agent of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Agent to pay pursuant to the 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 latest Payment Date Report for (and the Collateral 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, and shall distribute such funds, Date Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order of priority: CIBC – PPIF Loan and priority:Security Agreement (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 (7) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) firstto 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 clauses (8) though (9) thereof; (4) after the Revolving Period End Date, to the Administrative Agent for ratable distribution to be distributed pro rata to the Administrative Agent, Lenders to repay the Collateral Custodian and Advances until paid in full; (5) after the Facility Servicer (or, if directed by the Administrative AgentRevolving Period End Date, to pay any such ratable amount directly the extent not paid pursuant to Section 2.7(a), to the applicable Person) to pay amounts due under , in the order of priority set forth in 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 Person2.7(a), 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 amounts payable pursuant to clauses (b)(i10) through (b)(v), inclusive, above15) 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;thereof; and (vii6) seventhafter the Revolving Period End Date, any remaining amounts shall be distributed (i) if a Market Trigger Event Default has occurred and is continuing, to the Administrative Agent for distribution to each Lender Principal Collection Account, or (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Personii) 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, aboveotherwise, 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment)Borrower.

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the first paragraph latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of this 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 2.082.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) instruct through (9) thereof; (2) during the Revolving Period, 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 Bank to transfer Principal Collections (for such use) with respect to all Term Loan Seriesany Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) held by to repay the Account Bank 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 Payment Date Report for such Payment Date, and shall distribute such fundsremainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the following Persons in the following amounts, calculated as of the most recent Determination Dateapplicable Person, in the following order and priority: of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (i10) firstthereof; (4) after the Revolving Period End Date, to the Administrative Agent for ratable distribution to be distributed pro rata to the Administrative AgentLenders to repay the Advances until paid in full; (5) to the extent not paid pursuant to Section 2.7(a), 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 , in the order of priority set forth in 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 Person2.7(a), 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 amounts payable pursuant to clauses (b)(i11) through (b)(v), inclusive, above16) 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 such Advances Outstanding are repaid in fullthereof; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment).

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the first paragraph latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of this 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 2.082.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) instruct through (8) thereof; (2) during the Revolving Period, 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 Bank to transfer Principal Collections (for such use) with respect to all Term Loan Seriesany Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) held by to repay the Account Bank 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 Payment Date Report for such Payment Dateremainder of this Section 2.7(b); [Willow Tree BDC] Amended and Restated Loan, Security and shall distribute such fundsCollateral Management Agreement #506694681 (3) to the extent not paid pursuant to Section 2.7(a), to the following Persons in the following amounts, calculated as of the most recent Determination Dateapplicable Person, in the following order and priority:of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (i4) firstafter the Revolving Period End Date, to the Administrative Agent for ratable distribution to be distributed pro rata to the Administrative AgentLenders to repay the Advances until paid in full; (5) to the extent not paid pursuant to Section 2.7(a), 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, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) to pay amounts due under Section 2.08(a)(ithrough (15) but not paid thereunder;thereof; and (ii6) second, any remaining amounts shall be distributed (i) if a Default (about which notice has been given to the Borrower to pay amounts permitted under Section 2.08(a)(iior the Borrower otherwise has knowledge thereof) 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 Principal Collection Account, or (ii) otherwise, to each Lender (or, if the Operating Account or as otherwise directed by the Administrative AgentBorrower, to pay any such ratable amount directly to the applicable Person) to pay which 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 may be used by the Administrative Agent, Borrower to pay make Restricted Payments or for 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment)other purpose permitted hereunder.

Principal Collections. So On each Quarterly Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Quarterly Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the first paragraph latest Quarterly Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of this Section 2.08) instruct the Account Bank to transfer Available Funds (other than Principal Collections (that have been designated for use to settle binding commitments with respect to all Term Loan Series) held by Eligible Loans entered into prior to the Account Bank applicable Quarterly Determination Date), in reliance on the Collection Account information set forth in accordance with the such Quarterly Payment Date Report for such Payment Date, and shall distribute such funds, Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and of priority: (i1) first, to the Administrative Agent for ratable distribution extent not paid pursuant to the Administrative AgentSection 2.7(a), 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, in the order of priority and subject to the limits set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) to pay amounts due under Section 2.08(a)(i) but not paid thereunderthrough (8) thereof; (ii2) secondduring the Revolving Period, to the Borrower Principal Collection Account, to pay amounts 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 under Section 2.08(a)(iiby this Agreement, (ii) but not paid thereunder; to repay the Advances Outstanding or (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 , the 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 payable pursuant to clauses (b)(i) through (b)(v3), inclusive, above(5) and (B6) the amount such below, in sequential order of priority; provided 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 Available Funds 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to any such payments under this clause (b)(ix) the balance on deposit in the Principal 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, not distributed or maintained pursuant to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment).this clause

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Borrower shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the first paragraph latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of this 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 2.082.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) instruct through (14) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Borrower (i) to be used (on such Payment Date or maintained in the Principal Collection Account Bank to transfer Principal Collections (for such use) with respect to all Term Loan Seriesany Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) held by to repay the Account Bank 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 Payment Date Report for such Payment Date, and shall distribute such fundsremainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the following Persons in the following amounts, calculated as of the most recent Determination Dateapplicable Person, in the following order and priority:of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (15) through (16) thereof; (i4) firstafter the Revolving Period End Date, to the Administrative Agent for ratable distribution to be distributed pro rata to the Administrative Agent, Lenders to repay 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 Advances until paid thereunder;in full; and (ii5) second, any remaining amounts shall be distributed (i) if a Default (about which notice has been given to the Borrower to pay amounts permitted under Section 2.08(a)(iior the Borrower otherwise has knowledge thereof) 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 Interest Collection Account, or (ii) otherwise, to each Lender (or, if the Operating Account or as otherwise 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment)any nominee thereof.

Principal Collections. So On each Quarterly Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Quarterly Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the first paragraph latest Quarterly Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of this Section 2.08) instruct the Account Bank to transfer Available Funds (other than Principal Collections (that have been designated for use to settle binding commitments with respect to all Term Loan SeriesEligible Loans entered into prior to the applicable Quarterly Determination Date), in reliance on the information set forth in such Quarterly Payment Date Report) held by to the Account Bank 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 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, (ii) to repay the Advances Outstanding 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 Payment Date Report for such Payment Date, and shall distribute such fundsremainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the following Persons in the following amounts, calculated as of the most recent Determination Dateapplicable Person, in the following order and priority:of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof; (i4) firstafter 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 for ratable distribution 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 AgentAgent to be distributed pro rata to the Lenders to repay the Advances Outstanding until paid in full; (5) to the extent not paid pursuant to Section 2.7(a), 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, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) to pay amounts due under Section 2.08(a)(ithrough (15) but not paid thereunder;thereof; and (ii6) second, any remaining amounts shall be distributed (i) if a Default (about which notice has been given to the Borrower to pay amounts permitted under Section 2.08(a)(iior the Borrower otherwise has knowledge thereof) 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 Principal Collection Account, or (or, if directed by the Administrative Agentii) otherwise, to pay any such ratable amount directly theat the discretion of the Collateral Manager to the applicable Person) Pre-Funded Equity Account or the Borrower 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 make Restricted Payments or 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to any such payments other purpose permitted 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment).

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the first paragraph latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of this 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 2.082.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) instruct through (8) thereof; (2) during the Revolving Period, 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 Bank to transfer Principal Collections (for such use) with respect to all Term Loan Seriesany Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) held by to repay the Account Bank 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 Payment Date Report for such Payment Date, and shall distribute such fundsremainder of this Section 2.7(b); (3) to the extent not paid pursuant to Section 2.7(a), to the following Persons in the following amounts, calculated as of the most recent Determination Dateapplicable Person, in the following order and priority: of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (i9) firstthereof; (4) after the Revolving Period End Date, to the Administrative Agent for ratable distribution to 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 be distributed pro rata 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 until 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 such Advances Outstanding are repaid in full; and (ix) ninth-81- [Willow Tree BDC] Amended and Restated Loan, if (A) no Market Trigger Event has occurred Security and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment).Collateral Management Agreement #506694681

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Custodian to pay pursuant to the 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 latest Payment Date Report for (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, and shall distribute such funds, Date Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and of priority: : (i1) first, to the Administrative Agent for ratable distribution extent not paid pursuant to the Administrative AgentSection 2.7(a), 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, 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 be distributed at the discretion of the Collateral Manager (i) to pay amounts due under Section 2.08(a)(ibe used (on such Payment Date or maintained in the Principal Collection Account for such use) but not paid thereunder; with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (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 Outstanding; provided that any Available Funds in an amount up the Principal Collection Account not distributed or maintained pursuant to the greater of (A) an amount equal to the product of (1) the Advance Rate for such Loan Asset and this clause (2) the amount of such Principal Collections (after giving effect to clauses (b)(i) through (b)(v)shall, 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 be distributed in accordance with the remainder of this Section 2.7(b); (3) to clauses (b)(i) through (b)(viithe extent not paid pursuant to Section 2.7(a), 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) , in the order of priority set forth in Section 2.7(a), such amounts payable pursuant 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to any such payments under this clause (b)(ix9) the balance on deposit in the Collection Account is greater than any minimum balance requirement then applicable under the Account Control Agreementthereof; -79- [Willow Tree BDC] Amended and Restated Loan, which as of the date hereof is $1,000, to the Borrower or as the Borrower may direct (including as a Restricted Junior Payment).Security and Collateral Management Agreement #506694681

Principal Collections. So On each Payment Date, so long as no Event of Default has occurred and is continuing, the Administrative Agent, on behalf Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Agent of the Facility Servicer and related Payment Date Report) the Borrower, shall (as directed Collateral Agent to pay pursuant to the 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 latest Payment Date Report for (and the Collateral 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, and shall distribute such funds, Date Report) to the following Persons in Persons, the following amounts, calculated as of the most recent Determination Date, amounts in the following order and 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 (7) thereof; (2) during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) firstto 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 clauses (8) though (9) thereof; (4) after the Revolving Period End Date, to the Administrative Agent for ratable distribution to be distributed pro rata to the Administrative Agent, Lenders to repay the Collateral Custodian and Advances until paid in full; (5) after the Facility Servicer (or, if directed by the Administrative AgentRevolving Period End Date, to pay any such ratable amount directly the extent not paid pursuant to Section 2.7(a), to the applicable Person) to pay amounts due under , in the order of priority set forth in 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 Person2.7(a), 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 amounts payable pursuant to clauses (b)(i10) through (b)(v), inclusive, above15) 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;thereof; and (vii6) seventhafter the Revolving Period End Date, any remaining amounts shall be distributed (i) if a Market Trigger Event Default has occurred and is continuing, to the Administrative Agent for distribution to each Lender Principal Collection Account, or (or, if directed by the Administrative Agent, to pay any such ratable amount directly to the applicable Personii) 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, aboveotherwise, 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 such Advances Outstanding are repaid in full; and (ix) ninth, if (A) no Market Trigger Event has occurred and would be continuing after giving effect to the payments under clauses (b)(i) through (b)(viii) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment)Borrower.

Principal Collections. So long as no Event of Default has occurred and is continuing, the Administrative AgentFacility Servicer, on behalf of the Facility Servicer and the Borrower, shall (as directed pursuant to the 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 for such Payment Date, and shall instruct the Administrative Agent to distribute such fundsfunds on such Payment Date, to the following Persons in the following amounts, calculated as of the most 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, Agent and the Collateral Custodian to pay amounts due under Section 2.08(a)(i) but not paid thereunder and (B) thereafter, to 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 continuingcontinuing at such time, then to the Administrative Agent for the ratable 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 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 rata across forma effect to such outstanding Term Loan Series based on Advances Outstanding for such Term Loan Seriesrepayments and (B) with respect to a Market Trigger Event specified in clause (b) of the definition thereof, until such the Advances Outstanding are repaid in full; and (ixv) ninthfifth, if (A) no Market Trigger Event has occurred and would is continuing at such time (or is no longer deemed to be continuing after giving effect to the payments repayments under clauses clause (b)(i) through (b)(viiia)(iv) above, and (B) after giving effect to 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 Borrower or as the Borrower may direct (including as a Restricted Junior Payment).