Common use of Alternate Settlement Procedures Clause in Contracts

Alternate Settlement Procedures. On each Payment Date following the occurrence of and during the continuation of an Event of Default, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and this Section 2.8(1)(A) shall not exceed $100,000 per annum, and (B) to the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 per annum; (2) to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(2) shall not exceed $100,000 per annum; (3) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (4) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (5) to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (6) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction Fee; (7) pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (8) (A) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder).

Alternate Settlement Procedures. On each Payment Date following the occurrence of and during the continuation of an Event of Default, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A2.7(a)(1), Section 2.7(b)(1)(A2.7(b)(1) and this Section 2.8(1)(A) shall not exceed $100,000 per annum, and (B) to the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 per annum; (2) to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(22.8(1) shall not exceed $100,000 per annum; (32) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (43) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (5) to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (64) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction Fee; (75) pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (8) (A6) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the EquityholderCollateral Manager).

Alternate Settlement Procedures. On each Payment Date following the occurrence of and during the continuation of an Event of Default, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A2.7(a)(1), Section 2.7(b)(1)(A2.7(b)(1) and this Section 2.8(1)(A) shall not exceed $100,000 per annum, and (B) to the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 per annum; (2) to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(22.8(1) shall not exceed $100,000 per annum; (32) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (43) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee Outstanding and Administrative Expenses, then due to each such Person under this Agreement; (5) to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (64) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction Fee; (75) pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (8) (A6) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the EquityholderCollateral Manager).

Alternate Settlement Procedures. On each Payment Date Business Day following the occurrence of and during the continuation of an Event of Default, the Collateral Manager Administrator (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and this Section 2.8(1)(A) shall not exceed $100,000 per annum, and (B) to the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 per annum; (2) to the Collateral ManagerAdministrator, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(2) shall not exceed $100,000 per annumCollateral Administration Fees; (3) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such LenderInterest; (4) pro rata to the Administrative Agent and (a) each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee and Breakage Costs and (b) to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Affected Parties, the Indemnified Parties, or the Secured Parties, as applicable, all other fees Fees and other amounts, including any Increased Costs and Structuring FeeCosts, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (5) to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (6) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction FeeOutstanding; (76) pro rata to each the applicable party, to pay all other Administrative Expenses and TaxesExpenses; (7) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on the assets of the Borrower; and (8) (A) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder)Borrower.

Alternate Settlement Procedures. On (1) each Payment Date and (2) to the extent requested by the Administrative Agent in its sole discretion, on any Business Day, in each case, (a) following the occurrence of and during the continuation of an Event of DefaultDefault or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), at the request of the Administrative Agent in its sole discretion, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate Quarterly Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available FundsFunds and the Pre-Funded Equity Account (other than, if agreed to by the Required Lenders in its sole discretion, Principal Collections that have been designated for use to settle binding commitments with respect to Eligible Loans entered into prior to the applicable Quarterly Determination Date), in reliance on the information set forth in such Borrowing Base CertificateQuarterly Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) pro rata to the Borrower in respect of Taxes (Abut excluding all Taxes imposed on net income of the direct and indirect equity holders of the Fund), registration and filing fees then due and owing by the Borrower or its direct and indirect equity holders, in an amount not to exceed $15,000 in the aggregate during any calendar year; (2) first, to the Collateral Custodian, the Document Agent and the Securities Intermediary, pro rata, on account of (a) any accrued and unpaid Collateral Custodian Fees and Document Agent Fees and (b) Administrative Expenses not to exceed $100,000 in the aggregate during any calendar year, and second, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with the activities of the Borrower, not to exceed $150,000 in the aggregate during any calendar year; (3) (x) initially, to Xxxxxxx Street Middle Market Lending Fund LLC, and (y) after the resignation or removal of Xxxxxxx Street Middle Market Lending Fund LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to the Collateral Manager (including, for the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Senior Collateral Manager Fees, or the Replacement Collateral Manager Fees, as applicable; (4) to the Administrative Agent, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided thatfees, expenses and indemnities set forth in the aggregate amount payable pursuant to Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and this Section 2.8(1)(A) shall not exceed $100,000 per annum, and Transaction Documents; (B5) to the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant Administrative Agent to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 per annum; (2) to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(2) shall not exceed $100,000 per annum; (3) be distributed pro rata to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (A) such Non-Usage Fee to be allocated based on the unused Commitment of each Lender (other than any Defaulting Lender’s share of the Interest for the related Accrual Period )), and any accrued and unpaid Breakage Costs; (6) to the Administrative Agent to be distributed pro rata to each Lender any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to the Loan Advances made by such LenderXxxxxx; (47) to the Administrative Agent to be distributed pro rata to the Lenders to repay the principal on the Advances Outstanding of such Xxxxxxx; (8) to the Collateral Manager as a Permitted RIC Distribution; (9) first, to the Collateral Custodian, Document Agent or the Securities Intermediary, and second, to the Administrative Agent and each to be distributed to the Administrative Agent, any applicable Lender, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and other amounts, including any unpaid Administrative Expenses, Collateral Custodian Fees or Document Agent Fees, any amounts accrued and unpaid under the Fee Letter, Breakage Costs, Increased Costs Costs, Taxes, and Structuring Feeindemnities, but other than the principal of the Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (510) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and (1) after giving effect to any such withdrawal under clause (x) above, no Borrowing Base Deficiency exists; and (2) solely for the withdrawals described under clause (y) above, after giving effect to any such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account in an amount is equal to Exposure or greater than the aggregate Required Funding Amount Shortfall; (6) pro rata with respect to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction Fee; (7) pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (8) (A) so long as such Event of Default is continuing, to remain Loans included in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder)Collateral.

Alternate Settlement Procedures. On each Payment Date following the occurrence of and during the continuation of an Event of Default, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian Agent to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian Agent shall make payment from the USD Principal Collection Account Account, the USD Interest Collection Account, the Canadian Dollar Principal Collection Account, the Canadian Dollar Interest Collection Account, the Euro Principal Collection Account, the Euro Interest Collection Account, the GBP Principal Collection Account, and the GBP Interest Collection Account, in each case, to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: : (1) pro rata to ) (A) firstly, to the Collateral Custodian, in an amount equal to applicable Governmental Authority for any accrued and unpaid Collateral Custodian FeesTax owing by the Borrower; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and this Section 2.8(1)(A) shall not exceed $100,000 25,000 per annum, ; and (B) secondly, pro rata to the applicable Governmental Authority for Collateral Agent, the Securities Intermediary and the Document Custodian, as applicable, in an amount equal to any Taxaccrued and unpaid Collateral Agent Fees and Document Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 200,000 per annum; ; (2) to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to BUSINESS.32224493.6 81 Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(2) shall not exceed $100,000 per annum; ; (3) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; ; (4) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but amounts (other than the principal of Advances Outstanding) including any Increased Costs and Upfront Fee, Commitment Reduction Fee Make-Whole Fees and Administrative Expenses, then due to each such Person under this Agreement; ; (5) if and to the extent approved by the Administrative Agent, to the USD Unfunded Exposure Account, the Canadian Dollar Unfunded Exposure Account, the Euro Unfunded Exposure Account or the GBP Unfunded Exposure Account, as applicable, in an amount equal to Exposure Amount Shortfall; Shortfall corresponding to the relevant currency; (6) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction FeeMake-Whole Fees; (7) pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (8) (A) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder).

Alternate Settlement Procedures. On each Payment Date following the occurrence of and during the continuation of an Event of Default, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: : (1) pro rata to (A) first, to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and this Section 2.8(1)(A) shall not exceed $100,000 per annum, and (B) second, to the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 per annum; ; (2) to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(2) shall not exceed $100,000 per annum; ; (3) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; ; (4) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (5) to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (6) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction Fee; (7) pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (8) (A) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder).59 USActive 60440347.7

Alternate Settlement Procedures. On each Payment Date following the occurrence of and during the continuation of an Event of Default, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A2.7(a)(1), Section 2.7(b)(1)(A2.7(b)(1) and this Section 2.8(1)(A) shall not exceed $100,000 per annum, and (B) to the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 per annum; (2) to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(22.8(1) shall not exceed $100,000 per annum; (32) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (43) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee Outstanding and Administrative Expenses, then due to each such Person under this Agreement; (5) to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (6) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction Fee; (74) pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (8) (A5) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the EquityholderCollateral Manager).

Alternate Settlement Procedures. On (a) each Payment Date (i) following the occurrence of and during the continuation of an Event of DefaultDefault or (ii) following the declaration of the occurrence, or the Collateral Manager (ordeemed occurrence, after delivery as applicable, of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian to pay Termination Date pursuant to Section 9.2(a) and (b) the latest Borrowing Base Certificate (and Optional Termination Date or the Specified Call Date, the Collateral Custodian shall make payment from the Collection Account to the extent of Available Fundstransfer, in reliance on the information set forth in such Borrowing Base Certificate) the applicable Payment Date Statement, to the extent of Available Funds, for payment of the following amounts, to the following Persons, the following amounts in the following order of priority:priority (the “Sequential Pay Priority”): (1) pro rata to (Ai) to the Collateral Custodian, in Custodian and the Document Custodian an amount equal to any accrued and unpaid Collateral Custodian Fees and Document Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and this Section 2.8(1)(A) shall not exceed $100,000 per annum, respectively and (Bii)(A) to the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 per annum; (2) to the Collateral ManagerCustodian and the Document Custodian, in an amount equal to any accrued and unpaid expensesAdministrative Expenses incurred by them, (B) the Securities Intermediary, an amount equal to any amounts then due and payable to it under the Account Control Agreement and (C) the Collateral Administrator, an amount equal to any amounts then due and payable to it under the Collateral Administration Agreement; provided that, that the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(22.8(1) shall may not exceed $100,000 250,000 per annum; (3) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (42) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including an amount equal to (i) any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, indemnification payments then due and payable to it and (ii) any Administrative Expenses then due and payable to it; provided that the aggregate amount payable pursuant to Section 2.7(a)(4), Section 2.7(b)(4) and this Section 2.8(2) may not exceed $250,000 per annum; (3) to the Collateral Manager, an amount equal to any Collateral Manager Reimbursable Expenses then due and payable to it; provided that the aggregate amount payable pursuant to Section 2.7(a)(5), Section 2.7(b)(5) and this Section 2.8(3) may not exceed $250,000 per annum; (4) pro rata to each such Person Lender, an amount equal to (i) first, any accrued and unpaid Breakage Costs, (ii) second, any accrued and unpaid Interest and (ii) third, any accrued and unpaid Unused Facility Fees, in each case then due and payable to it under this Agreement; (5) pro rata to each Lender to repay Outstanding Funded Loans until the Unfunded Exposure Account in an amount equal Outstanding Funded Loans are reduced to Exposure Amount Shortfallzero; (6) pro rata to Royal Bank (or its assignees) an amount equal to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction FeeFacility Termination Fee (if any); (7) pro rata to each Lender, an amount equal to (A) any indemnification payments then due and payable to it and (B) any Administrative Expenses then due and payable to it; (8) to the extent not paid pursuant to Section 2.8(1) through (4), (i) first, in the order and priority set forth in Section 2.8(1) through (4), to each applicable party, in an amount equal to pay all other unpaid Administrative Expenses then due and Taxespayable to it and (ii) second, pro rata to any other Person, all Administrative Expenses then due and payable to it relating to the Transaction Documents; (9) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (8) (A10) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder)Member, all remaining amounts, free and clear of the Lien of the Collateral Custodian.

Alternate Settlement Procedures. On each Payment Date following the occurrence of and during the continuation of an Event of Default, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian Agent to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian Agent shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) firstly, to the Collateral Custodian, in an amount equal to applicable Governmental Authority for any accrued and unpaid Collateral Custodian FeesTax owing by the Borrower; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and this Section 2.8(1)(A) shall not exceed $100,000 25,000 per annum, ; and (B) secondly, pro rata to the applicable Governmental Authority for Collateral Agent, the Securities Intermediary and the Document Custodian, as applicable, in an amount equal to any Taxaccrued and unpaid Collateral Agent Fees and Document Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 200,000 per annum; (2) to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(2) shall not exceed $100,000 per annum; (3) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (4) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but amounts (other than the principal of Advances Outstanding) including any Increased Costs and Upfront Fee, Commitment Reduction Fee Fees, Harvest Period Reduction Fees and Administrative Expenses, then due to each such Person under this Agreement; (5) if and to the extent approved by the Administrative Agent, to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (6) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction FeeFees and accrued and unpaid Harvest Period Reduction Fees; (7) firstly, to the Collateral Agent, the Securities Intermediary and the Document Custodian, to pay any unpaid amounts to the extent not paid pursuant to Section 2.8(a)(1)(B) as a result of the limitation set forth therein, and secondly, pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (8) (A) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder).

Alternate Settlement Procedures. On (a) each Payment Date (i) following the occurrence of and during the continuation of an Event of DefaultDefault or (ii) following the declaration of the occurrence, or the Collateral Manager (ordeemed occurrence, after delivery as applicable, of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian to pay Termination Date pursuant to Section 9.2(a), (b) each Approved Securitization Closing Date and (c) the latest Borrowing Base Certificate (and Optional Termination Date, the Collateral Custodian shall make payment from the Collection Account to the extent of Available Fundstransfer, in reliance on the information set forth in such Borrowing Base Certificate) the applicable Payment Date Statement, to the extent of Available Funds, for payment of the following amounts, to the following Persons, the following amounts in the following order of priority:priority (the “Sequential Pay Priority”): (1) pro rata (i) to the State of Delaware, an amount equal to any accrued and unpaid Delaware Expenses and (ii) to the applicable Governmental Authority, any Tax which, if not paid, could result in a Lien on any of the Collateral; provided that the aggregate amount payable pursuant to Section 2.7(a)(1), Section 2.7(b)(1) and this Section 2.8(1) may not exceed $15,000 per annum; (2) pro rata to (Ai) to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and this Section 2.8(1)(A) shall not exceed $100,000 per annum, Fees and (Bii)(A) to the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 per annum; (2) to the Collateral ManagerCustodian, in an amount equal to any accrued and unpaid expensesAdministrative Expenses incurred by it, (B) the Securities Intermediary, an amount equal to any amounts then due and payable to it under the Securities Account Control Agreement (or any Additional Securities Account Control Agreement, as applicable) and (C) the Collateral Administrator, an amount equal to any amounts then due and payable to it under the Collateral Administration Agreement; provided that, (x) if such date is not an Approved Securitization Closing Date, the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(2) shall may not exceed $100,000 150,000 per annumannum and (y) if such date is an Approved Securitization Closing Date, such payments shall be made without regard to any cap; (3) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (4) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including an amount equal to (i) any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, indemnification payments then due and payable to it and (ii) any Administrative Expenses then due and payable to it; provided that the aggregate amount payable pursuant to Section 2.7(a)(3), Section 2.7(b)(3) and this Section 2.8(3) may not exceed $250,000 per annum; (4) pro rata to each such Person under Lender, an amount equal to any accrued and unpaid Breakage Costs; provided that, the aggregate amount payable pursuant to Section 2.7(a)(4), Section 2.7(b)(4) and this AgreementSection 2.8(4) may not exceed $100,000 per annum; (5) to the Unfunded Exposure Account in Collateral Manager, an amount equal to Exposure Amount Shortfallany Collateral Manager Reimbursable Expenses then due and payable to it; provided that, the aggregate amount payable pursuant to Section 2.7(a)(5), Section 2.7(b)(5) and this Section 2.8(5) may not exceed $100,000 per annum; (6) first, (i) pro rata to the Lenders each Lender, an amount equal to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction FeeInterest then due and payable to it under this Agreement and second, (ii) to the Administrative Agent any portion of the Structuring Fee that remains unpaid under this Agreement; (7) pro rata to each Lender to repay the Outstanding Funded Loans until the Outstanding Funded Loans are reduced to zero; (8) to Royal Bank (or its assignees) an amount equal to the Facility Termination Fee (if any); (9) to the Collateral Manager, an amount equal to any accrued and unpaid Collateral Management Fee (unless waived or reduced by delivery of a Collateral Manager Waiver Notice); (10) pro rata to each Lender, an amount equal to (A) any indemnification payments then due and payable to it and (B) any Administrative Expenses then due and payable to it; (11) to the Equity Investor as a Permitted RIC Distribution; (12) to the extent not paid pursuant to Section 2.8(1) through (3) and (5), (i) first, in the order and priority set forth in Section 2.8(1) through (3) and (5), to each applicable party, in an amount equal to pay all other unpaid Administrative Expenses then due and Taxespayable to it and (ii) second, pro rata to any other Person, all Administrative Expenses then due and payable to it under the Transaction Documents; (13) to the applicable Governmental Authority, any Tax which, if not paid, could result in a Lien on any of the Collateral; and (8) 14) (Aa) so long as if such Event of Default date is continuingan Approved Securitization Closing Date, to remain in the Collection Account or (B) otherwiseEquity Investors as a dividend payable on their respective Preference Shares, any remaining amounts shall be distributed to (or as directed by) an amount approved by the Borrower (to be used for any purposeAdministrative Agent, including distribution free and clear of the Lien of the Collateral Custodian, to the Equityholder)extent the Adjusted Advance Rate Test would be satisfied and the Required Equity Investment would be maintained after giving effect to any such dividend, with such amount payable pursuant under this Section 2.8(a)(14) to include any Realized Gains on the Collateral Obligations minus any Realized Losses on the Collateral Obligations (measured from the Closing Date (or, if a Reset Date has occurred, the most recent Reset Date) to but excluding the applicable Approved Securitization Pricing Date) and (b) if such date is a Payment Date or an Optional Termination Date, to the Equity Investors as a dividend payable on their respective Preference Shares in accordance with the Equity Purchase Agreement, all remaining amounts, free and clear of the Lien of the Collateral Custodian.

Alternate Settlement Procedures. On each Payment Date Business Day (a) following the occurrence of and during the continuation of an Event of Default, at Administrative Agent’s election in its commercially reasonable discretion or (b) following the Collateral declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Investment Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which [Investcorp] Loan and Security Agreement direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base CertificateReporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) to the Collateral CustodianCustodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and this Section 2.8(1)(A) shall not exceed $100,000 per annum, and (B) to the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 per annum; (2) to the Collateral Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (3) to the Investment Manager, first, to pay any accrued and unpaid Investment Management Fees and, second, to pay all documented fees and expenses of the Investment Manager (including, without limitation, reasonable attorney’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not greater than the greater of (i) .200.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $250,000; (4) to the Administrative Agent, in an amount equal to any accrued and unpaid expenses; provided thatfees, expenses and indemnities set forth in the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(2) shall not exceed $100,000 per annumTransaction Documents; (35) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (Aa) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periodswith respect to Advances made by such Lender, (Bb) such Lender’s share of the any accrued and unpaid Non-Usage Fee for the related Accrual Period and any unpaid (such Non-Usage Fees for previous Accrual Periods Fee to be allocated based on the unused Commitment of each Lender) and (Cc) any accrued and unpaid Breakage Costs with respect to such LenderCosts; (46) pro rata to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other fees Administrative Expenses of the Administrative Agent and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; Lenders; (5) 8) to the Unfunded Exposure Account in an amount equal Administrative Agent to Exposure Amount Shortfall; (6) be distributed pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction FeeOutstanding; (7) pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (8) (A) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder).

Alternate Settlement Procedures. On each Payment Date following the occurrence of and during the continuation of an Event of Default, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian Agent to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian Agent shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (A) firstly, to the Collateral Custodian, in an amount equal to applicable Governmental Authority for any accrued and unpaid Collateral Custodian FeesTax owing by the Borrower; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and this Section 2.8(1)(A) shall not exceed $100,000 25,000 per annum, ; and (B) secondly, pro rata to the applicable Governmental Authority for Collateral Agent, the Securities Intermediary and the Document Custodian, as applicable, in an amount equal to any Taxaccrued and unpaid Collateral Agent Fees and Document Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 200,000 per annum; (2) to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(2) shall not exceed $100,000 per annum; (3) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (4) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but amounts (other than the principal of Advances Outstanding) including any Increased Costs and Upfront Fee, Commitment Reduction Fee Fees, Harvest Period ReductionMake-Whole Fees and Administrative Expenses, then due to each such Person under this Agreement; (5) if and to the extent approved by the Administrative Agent, to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (6) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction FeeFees and accrued and unpaid Harvest Period ReductionMake-Whole Fees; (7) firstly, to the Collateral Agent, the Securities Intermediary and the Document Custodian, to pay any unpaid amounts to the extent not paid pursuant to Section 2.8(a)(1)(B) as a result of the limitation set forth therein, and secondly, pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (8) (A) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder).

Alternate Settlement Procedures. On each Payment Date following the occurrence of and during the continuation of an Event of Default, the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: : (1) pro rata to (A) to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(A), Section 2.7(b)(1)(A) and this Section 2.8(1)(A) shall not exceed $100,000 per annum, and (B) to the applicable Governmental Authority for any Tax; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1)(B), Section 2.7(b)(1)(B) and this Section 2.8(1)(B) shall not exceed $25,000 per annum; ; (2) to the Collateral Manager, in an amount equal to any accrued and unpaid expenses; provided that, the aggregate amount payable pursuant to Section 2.7(a)(2), Section 2.7(b)(2) and this Section 2.8(2) shall not exceed $100,000 per annum; ; (3) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such LenderXxxxxx’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (4) pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (5) to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (6) pro rata to the Lenders to pay the Advances Outstanding and any accrued and unpaid Commitment Reduction Fee; (7) pro rata to each applicable party, to pay all other Administrative Expenses and Taxes; and (8) (A) so long as such Event of Default is continuing, to remain in the Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Equityholder).USActive 55525956.1555525956.20 57