Common use of Alternate Settlement Procedures Clause in Contracts

Alternate Settlement Procedures. On each 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 declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which 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 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 Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Collateral Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan and Security Agreement (2) to the 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 Collateral Manager, first, to pay any accrued and unpaid Collateral Management Fees and, second, to pay all documented fees and expenses of the Collateral 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) 0.20% 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 fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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 Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; (11) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement

Alternate Settlement Procedures. On each 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 Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment 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 Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower, in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one year shall not, individually or in the aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as computed for purposes of the New York City unincorporated business tax; (2) first, to the Collateral Custodian Custodian, the Collateral Administrator and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan , and Security Agreement (2) second, to the Hedge CounterpartyCollateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $75,000 in the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)during any calendar year; (3) to pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate per calendar year and, during the Revolving Period, to the payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year; (4) to the Collateral Manager, first, to pay any accrued and unpaid Senior Collateral Management Manager Fees and, second, to pay all documented fees and expenses of the Collateral Manager (including, without limitation, including reasonable attorney’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans to exceed $75,000; [FS Investment] Loan and (ii) $250,000;Security Agreement (45) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (56) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect Minimum Usage Fees (such Minimum Usage Fees to Advances made by such be allocated based on the unused Commitment of each Lender), (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) ), and (c) any accrued and unpaid Breakage Costs; (6) 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) any accrued and unpaid Interest with respect to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Advances made by such Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such Lenders; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses of counselindemnities, but other than the principal of Advances Outstanding, then due under this Agreement; (10) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and (11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each Payment Date (or, if so elected by the Administrative Agent, on any Business Day 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 Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting 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 Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: 1. to the Borrower, in respect of Taxes (1but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower, not to exceed $15,000 in the aggregate during any calendar year; 2. first, 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 any sale of Collateral, not to exceed $50,000 in the aggregate during any calendar year, and second, to the Collateral Custodian and the Securities Intermediary, Intermediary pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan and Security Agreement (2) to the 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 Collateral Manager, first, to pay any accrued and unpaid Collateral Management Fees and, second, to pay all documented fees and expenses of the Collateral 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) 0.20% 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 fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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 Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; (11) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreementreserved];

Alternate Settlement Procedures. On each 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 Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which 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 Reporting 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 (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 Reporting Quarterly Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower in respect of Taxes (but 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 Custodian, the Document Agent and the Securities Intermediary, pro rata, in an amount equal to on account of (a) any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan Fees and Security Agreement Document Agent Fees and (2b) Administrative Expenses not to exceed $100,000 in the aggregate during any calendar year, and second, to the Hedge CounterpartyCollateral 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 net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)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, firstif applicable), to pay any accrued and unpaid Collateral Management Fees and, second, to pay all documented fees and expenses of the Senior Collateral Manager (includingFees, without limitationor the Replacement Collateral Manager Fees, 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) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $250,000as applicable; (4) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) ), and (c) any accrued and unpaid Breakage Costs; (6) to the Hedge Counterparty, Administrative Agent to be distributed pro rata to each Lender any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due accrued and payable, net of any amounts then due and payable unpaid Interest with respect to the Borrower under Loan Advances made by such applicable Hedging AgreementXxxxxx; (7) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such Xxxxxxx; (8) to the Collateral Manager as a Permitted RIC Distribution; (9) first, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) Collateral Custodian, Document Agent or Securities Intermediary, and second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, Collateral Custodian Fees or Document Agent Fees, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses of counselindemnities, but other than the principal of the Advances Outstanding, then due under this Agreement; (10) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and (11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each 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 Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a8.2(a), the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting 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 Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower, in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the aggregate, exceed $15,000; (2) first, to the Collateral Custodian, the Document Custodian and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan and Security Agreement (2) , second, to the Hedge CounterpartyCollateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, amounts payable pursuant to this clause second not to exceed $75,000 in the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)during any calendar year; (3) [reserved]; (4) (x) initially, to CIM Real Estate Finance Trust, Inc., and (y) after the resignation or removal of CIM Real Estate Finance Trust, Inc. (or any other Affiliate of any Loan Party) as the Collateral Manager, firstto the Collateral Manager (including, for the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Collateral Management Fees and, second, to pay all documented fees and expenses of the Senior Collateral Manager (includingFees, without limitationor the Replacement Collateral Manager Fees, 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) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $250,000as applicable; (45) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (56) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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, Agent to be distributed pro rata to the Administrative Agent each Lender any accrued and each applicable Lender, unpaid Interest with respect to pay all other Administrative Expenses of the Administrative Agent and the LendersAdvances made by such Lexxxx; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such Lexxxxx; (9) first, to fund the Unfunded Exposure Account in an amount necessary to cause Collateral Custodian, the amounts in Document Custodian, the Unfunded Exposure Account to equal Securities Intermediary or the Aggregate Unfunded Exposure Amount; (10) Secured Parties, second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, Lender or the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counselindemnities, but other than the principal of Advances Outstanding, then due under this Agreement; (10) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and (11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereofBorrower, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager Payments or for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed other purpose permitted hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each Business Day 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 Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager Servicer (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which 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 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 Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower (or, at the Borrower's election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower not to exceed $10,000 in the aggregate during any calendar year; (2) to the Collateral Custodian, the Collateral Administrator, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan and Security Agreementprovided further that the limits set forth in the definition of Collateral Custodian Fees shall not apply to any Collateral Custodian Fees related to any action that was directed or authorized by the Administrative Agent or the Required Lenders; (23) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (34) to the Collateral ManagerServicer, first, to pay any accrued and unpaid Collateral Management Servicer Fees owing to the Servicer and, second, to pay all documented fees and expenses of the Collateral Manager Servicer (including, without limitation, reasonable attorney’s 's fees, costs and expenses) in an aggregate amount with respect to any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) to exceed $250,000200,000; (45) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (56) to the Administrative Agent to be distributed (i) first, pro rata (on the basis of each Lender's Pro Rata Share) to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, Lxxxxx and (b) any accrued and unpaid Non-Usage Fee and (such Non-Usage Fee to be allocated ii) second, pro rata (based on the unused Commitment of each amounts owing to such Lender) and (c) to each applicable Lender, any accrued and unpaid Breakage CostsCosts owing to such Lender; (67) 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) 8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (8) 9) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (910) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (1011) (i) first, to the Collateral Administrator, the Collateral Custodian, the Document Custodian and the Securities Intermediary, and (ii) second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the other Indemnified Parties, or the other Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, counsel then due under this AgreementAgreement and any amounts not paid under Section 2.8(2) as a result of the limitation set forth therein; (1112) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.

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 Day, in each case, (a) following the occurrence of and during the continuation of an Event of Default, at Administrative Agent’s election in its commercially reasonable discretion Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting 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 Operating Account, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower, in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the aggregate, exceed $15,000; (2) first, 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 any sale of Collateral, not to exceed $125,000 in the aggregate during any calendar year, and second, to the Collateral [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 Custodian and the Securities Intermediary, Intermediary pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan and Security Agreement (2) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (3) [reserved]; (4) (x) initially, to Willow Tree Corporation, and (y) after the resignation or removal of Willow Tree Corporation (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, first, to the Collateral Manager (including, for the avoidance of doubt, the Replacement Collateral Manager, firstif applicable), to pay any accrued and unpaid Senior Collateral Management Fees Manager Fees, or the Replacement Collateral Manager Fees, as applicable, and, second, to pay all documented fees and expenses of the Collateral Manager (including, without limitation, reasonable attorney’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) to exceed $250,000100,000; (45) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (56) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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, Agent to be distributed pro rata to the Administrative Agent and each applicable Lender, any accrued and unpaid Interest with respect to pay all other Administrative Expenses of the Administrative Agent and the LendersAdvances made by such Xxxxxx; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such Xxxxxxx; (9) to fund make a RIC Tax Distribution to the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure AmountTransferor; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Indemnified Taxes, indemnities and fees or expenses of counselindemnities, but other than the principal of Advances Outstanding, then due under this Agreement; (11) to the Collateral Manager to pay out-of-pocket costs and expenses of the Collateral Manager not paid pursuant to clause (2) or clause (4) above; [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 (12) to the Borrower to pay amounts of the type described in clause (1), to the extent not otherwise paid pursuant to clause (1); and (13) to the extent the Obligations (other than contingent Obligations for which no claim has been made) have been paid in full, any remaining amounts shall be distributed to the Borrower Operating Account or any nominee thereofas otherwise directed by the Borrower, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager Payments or for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed other purpose permitted hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each 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 Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Loan Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Trustee to pay pursuant to the latest Reporting related Payment Date Report or such other direction as may be timely given by Administrative Agent Statement (and the Collateral Custodian Trustee shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other directionStatement) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (i) the Collateral Custodian and the Securities Intermediary, pro rataTrustee, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan Trustee Fees and Security (ii) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; (2) to the Hedge CounterpartyLoan Manager, the aggregate net in an amount then due and payable equal to the Hedge Counterparty under each applicable Hedging Agreement sum of (excluding Hedge Breakage CostsA) any accrued and unpaid Senior Loan Management Fee and (B) all reasonable and documented Loan Manager Reimbursable Expenses (not to exceed $30,000 for such Payment Date); (3) pro rata to the Collateral Manager, first, to pay any accrued and unpaid Collateral Management Fees and, second, to pay all documented fees and expenses of the Collateral 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) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $250,000; (4) to the Administrative Agenteach Class A Lender, in an amount equal to any accrued and unpaid feesClass A Interest and Class A Non-Usage Fee; (4) pro rata to each Class B Lender, expenses in an amount equal to any accrued and indemnities set forth in the Transaction Documentsunpaid Class B Interest and Class B Non-Usage Fee; (5) to the Administrative Agent to be distributed pro rata to (a) each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; , and (6b) 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 Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities IntermediaryTrustee, the Indemnified Parties, or the Secured Parties, as applicable, all Fees and other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities Costs and fees or expenses of counsel, but other than the principal of Advances Outstanding, Outstanding and any Commitment Reduction Fee then due under this Agreement; (6) to the Unfunded Exposure Account in an amount equal to the Aggregate Unfunded Exposure Amount minus the amount in the Unfunded Exposure Account as of the related Determination Date; (7) pro rata to the Class A Lenders to pay the Class A Advances Outstanding; (8) pro rata to the Class B Lenders to pay the Class B Advances Outstanding; (9) pro rata to each Class A Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Class A Lenders; (10) pro rata to each Class B Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Class B Lenders; (11) to the Expense Reserve Account, in an amount equal to the Expense Reserve Account Amount; (12) to the Loan Manager, in an amount equal to the sum of (A) any accrued and unpaid Subordinated Loan Management Fee, and (B) the Accrued Loan Manager Fee; (13) pro rata to each applicable party to pay all other Administrative Expenses; (14) 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 (15) any remaining amounts shall be deemed released from the Lien of the Trustee hereunder and distributed to the Borrower or any nominee thereof; provided that, which amounts may be used by notwithstanding the Borrower above, if a Class B Lender is an Affiliate of the Loan Manager and the Loan Manager has committed gross negligence or willful misconduct with respect to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to its obligations under this Agreement, no amounts shall be paid to such Class B Lender in respect of any unpaid Class B Interest or Class B Non-Usage Fee until all Class A Advances Outstanding, Class A Interest and Class A Non-Usage Fees have been repaid in full; provided, however, the extent failure to make any payment to any Class B Lender in accordance with the preceding proviso shall not otherwise reimbursed constitute either a Default or an Event of Default hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each 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 Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment 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 Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower, in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one year shall not, individually or in the aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as computed for purposes of the New York City unincorporated business tax; (2) first, to the Collateral Custodian Custodian, the Collateral Administrator and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan , and Security Agreement (2) second, to the Hedge CounterpartyCollateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $75,000 in the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)during any calendar year; (3) to pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate per calendar year and, during the Revolving Period, to the payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year; (4) to the Collateral Manager, first, to pay any accrued and unpaid Senior Collateral Management Manager Fees and, second, to pay all documented fees and expenses of the Collateral Manager (including, without limitation, including reasonable attorney’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) to exceed $250,00075,000; (45) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (56) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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, Agent to be distributed pro rata to the Administrative Agent Lenders to repay any accrued and each applicable Lender, unpaid Interest with respect to pay all other Administrative Expenses of the Administrative Agent and the LendersAdvances made by such Lxxxxxx; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such Lxxxxxx; (9) to fund make a RIC Tax Distribution to the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure AmountTransferor; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counselindemnities, but other than the principal of Advances Outstanding, then due under this Agreement; (11) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and (12) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each Business Day (a) Payment Date 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 declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which 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 Reporting Date Report or such other direction as may be timely given by Administrative Agent 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 Reporting Date Report or such other directionBorrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: : (1) to the Collateral Custodian and the Securities Intermediary, pro rataCustodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), Section 2.7(b)(1) and Security Agreement this Section 2.8(1) shall not exceed $100,000 per annum; (2) to the 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 Collateral Manager, first, to pay any accrued and unpaid Collateral Management Fees and, second, to pay all documented fees and expenses of the Collateral 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) 0.20% 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 fees, expenses and indemnities set forth in the Transaction Documents; (5) 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 with respect to Advances made by for previous Accrual Periods, (B) such Lender, (b) ’s share of the Non-Usage Fee for the related Accrual Period and any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) Fees for previous Accrual Periods and (cC) any accrued and unpaid Breakage Costs; Costs with respect to such Lender; (63) 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 pro rata to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and other amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, including any Increased Costs, Taxes, indemnities Costs and fees or expenses of counselStructuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; ; (114) any remaining amounts shall be distributed pro rata to the Borrower or Lenders to pay the Advances Outstanding and any nominee thereof, which amounts may be used by the Borrower accrued and unpaid Commitment Reduction Fee; (5) pro rata to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreementeach applicable party, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan pay all other Administrative Expenses and Security AgreementTaxes; and

Alternate Settlement Procedures. On each 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 declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral InvestmentCollateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Custodian, who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall direct the Account Bank to make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Collateral Custodian, the Document Custodian and the Securities IntermediaryAccount Bank, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan and Security Agreement; (2) to the 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 Collateral InvestmentCollateral Manager, first, to pay any accrued and unpaid Collateral InvestmentCollateral Management Fees and, second, to pay all documented fees and expenses of the Collateral InvestmentCollateral 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) 0.20% 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 fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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 Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;; (10) to the Administrative Agent (in the case of any distributions to be distributed to the Administrative Agent, or any applicable Lender), the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; (11) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower Xxxxxxxx shall first reimburse the Collateral InvestmentCollateral Manager for any unreimbursed amounts paid by the Collateral InvestmentCollateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each 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 Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment 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 Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower, in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one year shall not, individually or in the aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as computed for purposes of the New York City unincorporated business tax; (2) first, to the Collateral Custodian Custodian, the Collateral Administrator and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan , and Security Agreement (2) second, to the Hedge CounterpartyCollateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $75,000 in the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)during any calendar year; (3) to pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate per calendar year and, during the Revolving Period, to the payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year; (4) to the Collateral Manager, first, to pay any accrued and unpaid Senior Collateral Management Manager Fees and, second, to pay all documented fees and expenses of the Collateral Manager (including, without limitation, including reasonable attorney’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) to exceed $250,00075,000; (45) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;; [FS Investment] Loan and Security Agreement (56) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) ), and (c) any accrued and unpaid Breakage Costs; (6) 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) any accrued and unpaid Interest with respect to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Advances made by such Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such Lenders; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses of counselindemnities, but other than the principal of Advances Outstanding, then due under this Agreement; (10) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and (11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each 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 declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral InvestmentCollateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall [Investcorp] Loan and Security Agreement direct (which 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 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 Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Collateral Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan and Security Agreement; (2) to the 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 Collateral InvestmentCollateral Manager, first, to pay any accrued and unpaid Collateral InvestmentCollateral Management Fees and, second, to pay all documented fees and expenses of the Collateral InvestmentCollateral 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) 0.20% 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 fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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 Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;; [Investcorp] Loan and Security Agreement (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; (11) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower Xxxxxxxx shall first reimburse the Collateral InvestmentCollateral Manager for any unreimbursed amounts paid by the Collateral InvestmentCollateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each 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 declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Investment Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Custodian, who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall direct the Account Bank to make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Collateral Custodian, the Document Custodian and the Securities IntermediaryAccount Bank, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan and Security Agreement; (2) to the 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 Collateral Investment Manager, first, to pay any accrued and unpaid Collateral Investment Management Fees and, second, to pay all documented fees and expenses of the Collateral Investment Manager (including, without limitation, reasonable attorney’s fees, costs and expenses) in an aggregate amount with respect to any rolling 12-12- month period not greater than the greater of (i) 0.20% 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 fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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 Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; (11) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Investment Manager for any unreimbursed amounts paid by the Collateral Investment Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each 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 Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment 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 Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: i. to the Borrower, in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one year shall not, individually or in the aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as computed for purposes of the New York City unincorporated business tax; ii. first, to the Collateral Custodian Custodian, the Collateral Administrator and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan , and Security Agreement (2) second, to the Hedge CounterpartyCollateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $75,000 in the aggregate net amount then due during any calendar year; iii. to pay regular scheduled payments, any fees and payable reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate per calendar year and, during the Revolving Period, to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year; (3) iv. to the Collateral Manager, first, to pay any accrued and unpaid Senior Collateral Management Manager Fees and, second, to pay all documented fees and expenses of the Collateral Manager (including, without limitation, including reasonable attorney’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) to exceed $250,00075,000; (4) v. to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (5) vi. to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect Minimum Usage Fees (such Minimum Usage Fees to Advances made by such be allocated based on the unused Commitment of each Lender), (b) any accrued and unpaid Non-Usage Non‑Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) ), and (c) any accrued and unpaid Breakage Costs; (6) 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 Administrative Expenses of the Administrative Agent and the Lenders; (8) vii. to the Administrative Agent to be distributed pro rata to the Lenders to pay repay any accrued and unpaid Interest with respect to Advances Outstandingmade by such LenderLenders; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) viii. to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than Lenders to repay the principal on the Advances Outstanding of Advances Outstanding, then due under this Agreementsuch Lexxxxx; (11) any remaining amounts shall be distributed i. to make a RIC Tax Distribution to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security AgreementTransferor;

Alternate Settlement Procedures. On each Payment Date (or on any other Business Day upon the election of the Administrative Agent) (a) following the occurrence of and during the continuation of an Event of Default, at Administrative Agent’s election in its commercially reasonable discretion Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting 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 Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower, in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower, not to exceed $4,000 in the aggregate during any calendar year; (2) (A) first, to the Collateral Custodian, the Document Custodian and the Securities Intermediary, Intermediary pro rata, in an amount equal to (i) any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan Fees and Security Agreement (2ii) Administrative Expenses and (B) second, to the Hedge CounterpartyCollateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $100,000 in the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)during any calendar year; (3) to pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $100,000 in the aggregate per calendar year and, during the Revolving Period, to the payment of any hedge breakage or termination costs owed by the Borrower not to exceed $100,000 in the aggregate per calendar year; (4) (A) first, (x) initially, to First Eagle Alternative Credit, LLC, and (y) after the resignation or removal of First Eagle Alternative Credit, 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, firstif applicable), to pay any accrued and unpaid Collateral Management Manager Fees and(unless waived by the Collateral Manager, in its sole discretion), or the Replacement Collateral Manager Fees, as applicable and (B) second, before the resignation or removal of First Eagle Alternative Credit, LLC (or any other Affiliate of any Loan Party) as the Collateral Manager hereunder, to pay the Collateral Manager, in an amount equal to all documented fees and expenses of the Collateral Manager (includingManager, without limitation, reasonable attorney’s fees, costs and expenses) not to exceed $150,000 in an the aggregate amount with respect to in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $250,000rolling period; (45) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (56) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, Lender and (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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 Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such Lenders; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) 8) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Document Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Breakage Costs, Increased Costs, Taxes, indemnities and fees or expenses of counselindemnities, but other than the principal of Advances Outstanding, then due under this Agreement;; and (119) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereof, (which amounts may be used by released to the Borrower to make Restricted PaymentsFund, provided, that Borrower shall first reimburse at the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on direction of the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement).

Alternate Settlement Procedures. On each 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 declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Investment Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Custodian, who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian shall direct the Account Bank to make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Collateral Custodian, the Document Custodian and the Securities IntermediaryAccount Bank, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan and Security Agreement; (2) to the 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 Collateral Investment Manager, first, to pay any accrued and unpaid Collateral Investment Management Fees and, second, to pay all documented fees and expenses of the Collateral 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) 0.20% 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 fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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 Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; (11) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Investment Manager for any unreimbursed amounts paid by the Collateral Investment Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each Business Day Payment Date (or more frequently at the direction of the Administrative Agent) (a) following the occurrence of and during the continuation of an Event of Default, at Administrative Agent’s election in its commercially reasonable discretion Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager Servicer (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian Trustee to pay pursuant to the latest Reporting Date related Servicing Report or such other direction as may be timely given by Administrative Agent (and and, subject to Section 2.10(d), the Collateral Custodian Trustee shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report or such other directionServicing Report) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (i) the Collateral Custodian and the Securities Intermediary, pro rataTrustee, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan Trustee Fees and Security (ii) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; (2) to the Hedge CounterpartyServicer, the aggregate net in an amount then due and payable equal to the Hedge Counterparty under each applicable Hedging Agreement sum of (excluding Hedge Breakage Costs)i) all reasonable and documented Servicer Reimbursable Expenses (not to exceed $40,000 for such Payment Date) and (ii) any accrued and unpaid Servicing Fee; (3) pro rata to the Collateral Manager, first, to pay any accrued and unpaid Collateral Management Fees and, second, to pay all documented fees and expenses of the Collateral 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) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $250,000; (4) to the Administrative Agenteach Class A Lender, in an amount equal to any accrued and unpaid feesClass A Interest and Class A Non-Usage Fee; (4) pro rata to each Class B Lender, expenses in an amount equal to any accrued and indemnities set forth in the Transaction Documentsunpaid Class B Interest and Class B Non-Usage Fee; (5) to the Administrative Agent Unfunded Exposure Account, up to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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 Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (9) to fund the Unfunded Exposure Account in an amount necessary to that would cause the amounts funds in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (106) pro rata to (i) each Class A Lender, in an amount equal to any accrued and unpaid Breakage Costs, and (ii) to the Administrative Agent to be distributed and any applicable Class A Lender and the Indemnified Parties with respect to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicableClass A Lenders, all Fees and other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities Costs and fees or expenses of counsel, but other than the principal of Advances Outstanding, Outstanding and any Prepayment Premium then due under this Agreement; (7) pro rata to the Class A Lenders to pay the Class A Advances Outstanding; (8) pro rata to each Class A Lender, in an amount equal to any accrued and unpaid Prepayment Premium owing to the Class A Lenders; (9) pro rata to (i) each Class B Lender, in an amount equal to any accrued and unpaid Breakage Costs, and (ii) to any applicable Class B Lender and the Indemnified Parties with respect to the Class B Lenders, all Fees and other amounts, including, without limitation, any Increased Costs and fees or expenses of counsel, but other than the principal of Advances Outstanding and any Prepayment Premium then due under this Agreement; (10) pro rata to the Class B Lenders to pay the Class B Advances Outstanding; (11) pro rata to each Class B Lender, in an amount equal to any accrued and unpaid Prepayment Premium owing to the Class B Lenders; (12) to the Expense Reserve Account, in an amount equal to the Expense Reserve Account Amount; (13) pro rata to each applicable party to pay all other Administrative Expenses; and (14) any remaining amounts shall be deemed released from the Lien of the Trustee hereunder and, at the direction of the Borrower, distributed to or otherwise at the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on direction of the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each 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 declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Investment Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which 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 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 Reporting Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Collateral Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan and Security Agreement; (2) to the 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 Collateral Investment Manager, first, to pay any accrued and unpaid Collateral Investment Management Fees and, second, to pay all documented fees and expenses of the Collateral 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) 0.20.20% 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 fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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 Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; (11) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Investment Manager for any unreimbursed amounts paid by the Collateral Investment Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On (1) each Payment Date and (or, if so elected2) to the extent requested by the Administrative Agent in its sole discretion, on any Business Day Day), in each case, (a) following the occurrence of and during the continuation of an Event of Default, at Administrative Agent’s election in its commercially reasonable discretion Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting 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 Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: 1. to the Borrower, in respect of Taxes (1but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower, not to exceed $15,000 in the aggregate during any calendar year; 2. first, 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 any sale of Collateral, not to exceed $50,000 in the aggregate during any calendar year, and second, to the Collateral Custodian and the Securities Intermediary, Intermediary pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan and Security Agreement (2) to the 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 Collateral Manager, first, to pay any accrued and unpaid Collateral Management Fees and, second, to pay all documented fees and expenses of the Collateral 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) 0.20% 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 fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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 Administrative Expenses of the Administrative Agent and the Lenders; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay Advances Outstanding; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; (11) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreementreserved];

Alternate Settlement Procedures. On each 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 Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which 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 Reporting 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 Reporting Quarterly Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Collateral Custodian Borrower in respect of Taxes (but excluding all Taxes imposed on net income of the direct and indirect equity holders of the Securities IntermediaryFund), pro rataregistration and filing fees then due and owing by the Borrower or its direct and indirect equity holders, in an amount equal not to exceed $15,000 in the aggregate during any accrued and unpaid calendar year; USActive 58384645.1158384645.12 Custodian may conclusively rely), the Collateral Custodian Fees; [Investcorp] will release funds from the Pre-Funded Loan and Security Agreement (2) Account to the Hedge CounterpartyBorrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount on deposit in the Pre-Funded Loan Account on such day. At any time, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (3) to the Collateral Manager, first, to pay any accrued and unpaid Collateral Management Fees and, second, to pay all documented fees and expenses of Borrower or the Collateral Manager (includingor, without limitationafter delivery of Notice of Exclusive Control, 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) 0.20% 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 may, and unpaid fees, expenses and indemnities set forth in the Transaction Documents; case that such amounts are the proceeds of Loan Advances that remain on deposit for longer than ten (510) to Business Days, upon the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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 Administrative Expenses direction of the Administrative Agent and the Lenders; in its sole discretion, shall (8) to the Administrative Agent extent the Borrower no longer believes that such amounts shall be used to be distributed pro rata to acquire a Pre-Funded Loan within the Lenders to pay Advances Outstanding; (9) to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; next ten (10) Business Days), cause any amounts on deposit in the Pre-Funded Loan Account (x) that are the proceeds of Loan Advances to be applied to repay such Loan Advances and (y) that were funded to the Administrative Agent to be distributed to Pre-Funded Loan Account by the Administrative Agent, any applicable LenderBorrower, the Collateral Custodian, Fund or their Affiliates in respect of a Pre-Funded Loan the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses acquisition of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; (11) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used was not consummated by the Borrower in such ten (10) Business Day period to make Restricted Payments, provided, that Borrower shall first reimburse be disbursed at the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on discretion of the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each 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 Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a8.2(a), the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting 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 Funds, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower, in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the aggregate, exceed $15,000; (2) first, to the Collateral Custodian, the Document Custodian and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan and Security Agreement (2) , second, to the Hedge CounterpartyCollateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, amounts payable pursuant to this clause second not to exceed $75,000 in the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)during any calendar year; (3) [reserved]; (4) (x) initially, to CIM Real Estate Finance Trust, Inc., and (y) after the resignation or removal of CIM Real Estate Finance Trust, Inc. (or any other Affiliate of any Loan Party) as the Collateral Manager, firstto the Collateral Manager (including, for the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Collateral Management Fees and, second, to pay all documented fees and expenses of the Senior Collateral Manager (includingFees, without limitationor the Replacement Collateral Manager Fees, 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) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $250,000as applicable; (45) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (56) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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, Agent to be distributed pro rata to the Administrative Agent each Lender any accrued and each applicable Lender, unpaid Interest with respect to pay all other Administrative Expenses of the Administrative Agent and the LendersAdvances made by such Xxxxxx; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such Xxxxxxx; (9) first, to fund the Unfunded Exposure Account in an amount necessary to cause Collateral Custodian, the amounts in Document Custodian, the Unfunded Exposure Account to equal Securities Intermediary or the Aggregate Unfunded Exposure Amount; (10) Secured Parties, second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, Lender or the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counselindemnities, but other than the principal of Advances Outstanding, then due under this Agreement; (10) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and (11) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee thereofBorrower, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager Payments or for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed other purpose permitted hereunder. [Investcorp] Loan and Security Agreement.

Alternate Settlement Procedures. On each eachany 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 Default 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 Collateral Manager request of the Administrative Agent in its sole discretion, the Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Payment Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Payment 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 FundsFunds and the Operating Account, in reliance on the information set forth in such Reporting Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority: (1) to the Borrower, in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one year shall not, individually or in the aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as computed for purposes of the New York City unincorporated business tax; (2) first, to the Collateral Custodian Custodian, the Collateral Administrator and the Securities IntermediaryIntermediary pro, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; [Investcorp] Loan , and Security Agreement (2) second, to the Hedge CounterpartyCollateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, not to exceed $75,000 in the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs)during any calendar year; (3) to pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed $75,000 in the aggregate per calendar year and, during the Revolving Period, to the payment of any hedge breakage or termination costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year; (4) to the Collateral Manager, first, to pay any accrued and unpaid Senior Collateral Management Manager Fees and, second, to pay all documented fees and expenses of the Collateral Manager (including, without limitation, including reasonable attorney’s fees, costs and expenses) ), in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) to exceed $250,00075,000; (45) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (56) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) 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, Agent to be distributed pro rata to the Administrative Agent Lenders to repay any accrued and each applicable Lender, unpaid Interest with respect to pay all other Administrative Expenses of the Administrative Agent and the LendersAdvances made by such Lxxxxxx; (8) to the Administrative Agent to be distributed pro rata to the Lenders to pay repay the principal on the Advances OutstandingOutstanding of such Lxxxxxx; (9) to fund make a RIC Tax Distribution to the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure AmountTransferor; (10) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the Secured Parties, as applicable, all other fees and amounts, including, without limitation, including any unpaid Administrative ExpensesExpenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counselindemnities, but other than the principal of Advances Outstanding, then due under this Agreement; (11) to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and (12) to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Operating Account or as otherwise directed by the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder. [Investcorp] Loan and Security Agreement.