Common use of Payment on and after the occurrence of an Event of Default Clause in Contracts

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities); (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator or GC Advisors LLC; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding and any applicable Prepayment Premium until paid in full; (vii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ix) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xi) to the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator Transferor or GC Advisors AGTB Fund Manager, LLC; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein[reserved]; (viii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ix) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xi) to the BorrowerBorrower (or its designee), any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, Borrower or the Originator or GC Advisors LLCTransferor; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including reasonable and documented attorneys' ’ fees, costs and expenses), Increased Costs Costs, the Administrative Agent Fee and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ix) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xi) to the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the Payment Account for distribution to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses Expenses; provided that the aggregate amounts payable under this clause (excluding indemnities)ii) shall not exceed the Administrative Expense Cap; provided, further, that following the commencement of any sales of Loan Assets in connection with the declaration or automatic occurrence of the Facility Maturity Date, the Administrative Expense Cap shall be disregarded; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator Transferor, Overland Advantage or GC Advisors Overland Advisors, LLC; (iv) pro rata, in accordance with the amounts due under this clause (iv), to the Administrative Agent for distribution to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to the Administrative Agent for distribution to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to the Administrative Agent to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viiiix) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ixx) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxi) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xixii) to the Borrower, any remaining amounts, for payment as directed by the Borrower, including (A) as a distribution to the Transferor as the holder of the Equity Interests of the Borrower or (B) to the Borrower for payment as directed by the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator or GC Advisors LLCFees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ix) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xi) to the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Senior Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator or GC Advisors LLCFees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts Indemnified Amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) after the occurrence and during the continuation of a Tier Two Event of Default, to make any Permitted RIC Distributions (subject to the limitations on the use of Interest Collections set forth herein); (vii) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (viiviii) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys’ fees, costs and expenses) and Increased Costs payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (ix) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viiix) to the Servicer, in payment in full of all accrued and unpaid Senior Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ixxi) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxii) to the Servicer, in payment in full of all accrued and unpaid Subordinated Servicing Fees; (xiii) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xixiv) to the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that (x) an Event of Default is continuing, (y) a Borrowing Base Deficiency exists and, and has not been remedied in accordance with Section 2.06 within the time period set forth therein or (z) in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (ia)(i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses, without regard to the Administrative Expense Cap; (iii) to the ServicerPortfolio Manager, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator or GC Advisors LLCPortfolio Management Fees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Yield and any Breakage Fees Unused Fee that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to fund the payment of any Administrative Expenses, Unfunded Exposure Account in an amount necessary to cause the extent not paid pursuant amounts in the Unfunded Exposure Account to clause (ii) above due to equal the limitation contained thereinAggregate Unfunded Exposure Amount; (viii) [reserved]; (ix) to the ServicerPortfolio Manager, in payment in full of all accrued and unpaid Servicing Supplemental Portfolio Management Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained thereintherein but only to the extent that the Portfolio Manager is not an Affiliate of the Borrower or the Transferor; (ixx) to the ServicerPortfolio Manager, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xi) to the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator or GC Advisors LLC; (iv) pro rata, in accordance with the amounts due under this clause (iviii), to each Lender, all Yield, the Unused Fee, Yield and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (viv) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including external attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (viv) to pay the Advances Outstanding and any applicable Prepayment Premium until paid in full; (viivi) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ix) to the ServicerManager, all reasonable fees and expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xivii) to the BorrowerBorrower (or its designee), any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator Transferor or GC Advisors LLCthe Servicer; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the Transferor, to make a Permitted RIC Distribution; (viii) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (ix) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viiix) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ixxi) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xixii) to the Borrower, any remaining amounts, for payment as directed by the Borrower, including (A) as a distribution to the Transferor as the holder of the Equity Interests of the Borrower or (B) to the Borrower for payment as directed by the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, Borrower or the Originator or GC Advisors LLCTransferor; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including reasonable and documented attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ix) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xi) to the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account as of the related Determination Date to the Payment Account, and on such Payment Date the Collateral Agent shall (as directed to the first paragraph of this Section 2.04) transfer such collected funds from the Payment Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator Transferor or GC Advisors LLCthe Servicer; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the payment of any Administrative ExpensesTaxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (viii) [reserved]; (ix) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ixx) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxi) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xixii) to the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator Transferor or GC Advisors LLC;the Servicer; |US-DOCS\148390876.14|| (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the Transferor, to make a Permitted RIC Distribution; (viii) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (ix) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viiix) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ixxi) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xixii) to the Borrower, any remaining amounts, for payment as directed by the Borrower, including (A) as a distribution to the Transferor as the holder of the Equity Interests of the Borrower or (B) to the Borrower for payment as directed by the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses Expenses; provided that the aggregate amounts payable under this clause (excluding indemnities)ii) shall not exceed the Administrative Expense Cap; provided, further, that following the commencement of any sales of Loan Assets in connection with the declaration or automatic occurrence of the Facility Maturity Date, the Administrative Expense Cap shall be disregarded; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator Transferor or GC Advisors LLCOaktree Strategic Credit Fund; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i) above due to the limitation contained therein; (viii) to the Transferor, to make a Permitted RIC Distribution; (ix) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viiix) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ixxi) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxii) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xixiii) to the Borrower, any remaining amounts, for payment as directed by the Borrower, including (A) as a distribution to the Transferor as the holder of the Equity Interest in the Borrower or (B) for deposit in the Collection Account as Interest Collections or Principal Collections.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; Fees; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator or GC Advisors LLC;Servicing (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ix) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xi) to the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account as of the related Determination Date to the Payment Account, and on such Payment Date the Collateral Agent shall (as directed to the first paragraph of this Section 2.04) transfer such collected funds from the Payment Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator Transferor or GC Advisors LLCthe Servicer; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the payment of any Administrative ExpensesTaxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (viii) [reserved]; (ix) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ixx) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (xxi) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xixii) to the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, or after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (ia)(i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Senior Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator or GC Advisors LLCFees; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay first the Advances Outstanding Outstanding, and then any applicable Prepayment Premium Premium, until paid in full; (vii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viii) to the Servicer, in payment in full of all accrued and unpaid Subordinated Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained thereinFees; (ix) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses[reserved]; and (xi) to the Borrower, any remaining amounts, for payment as directed by the Borrower, including (A) as a distribution to the Transferor as the holder of the Equity Interest in the Borrower or (B) for deposit in the Collection Account as Interest Collections or Principal Collections.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that providedthat the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator Transferor or GC Advisors LLCthe Servicer; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the Transferor, to make a Permitted RIC Distribution; (viii) to the payment of any Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower, to the extent not paid pursuant to clause (i)above due to the limitation contained therein; (ix) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above ii)above due to the limitation contained therein; (viiix) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above iii)above due to the limitation contained therein; (ixxi) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xixii) to the Borrower, any remaining amounts, for payment as directed by the Borrower, including (A) as a distribution to the Transferor as the holder of the Equity Interests of the Borrower or (B) to the Borrower for payment as directed by the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities); (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator or GC Advisors LLC; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding and any applicable Prepayment Premium until paid in full; (vii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ix) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xi) to the Borrower, any remaining amounts.

Payment on and after the occurrence of an Event of Default. If the Borrower or the Administrative Agent have become aware that an Event of Default exists and, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, on each Business Day thereafter the Collateral Agent shall (as directed pursuant to the first paragraph of this Section 2.04) (x) transfer all collected funds held in all Collection Accounts to the Borrower Collection Account (such transfer constituting (provided such Securitization Subsidiary is able to pay its debts as they fall due immediately after such transfer) a deemed dividend of all such amounts by each such Securitization Subsidiary to the Borrower in proportion with its percentage ownership of the outstanding shares of such Securitization Subsidiary) and (y) transfer collected funds held by the Account Bank in the Collection Account to the following Persons in the following amounts, calculated as of the prior Business Day, and priority: (i) to the payment of Taxes, registration and filing fees then due and owing by the Borrower that are attributable solely to the operations of the Borrower; provided that the aggregate amounts payable under this clause (i) shall not exceed the Tax Expense Cap; (ii) to the payment of accrued and unpaid Administrative Expenses (excluding indemnities)Expenses; (iii) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees but only to the extent that the Servicer is not an Affiliate of the Borrower, the Originator Transferor or GC Advisors LLCthe Servicer; (iv) pro rata, in accordance with the amounts due under this clause (iv), to each Lender, all Yield, the Unused Fee, Fee and any Breakage Fees that are accrued and unpaid as of the last day of the related Remittance Period; (v) pro rata, to each Lender and the Administrative Agent, as applicable, all accrued and unpaid fees, expenses (including attorneys' ’ fees, costs and expenses), Increased Costs and indemnity amounts payable by the Borrower to the Administrative Agent or any Lender under the Transaction Documents; (vi) to pay the Advances Outstanding Outstanding, and any applicable Prepayment Premium Premium, until paid in full; (vii) to the Transferor, to make a Permitted RIC Distribution in the amount instructed by the Servicer; (viii) to the payment of any Administrative Expenses, to the extent not paid pursuant to clause (ii) above due to the limitation contained therein; (viiiix) to the Servicer, in payment in full of all accrued and unpaid Servicing Fees to the extent not paid pursuant to clause (iii) above due to the limitation contained therein; (ixx) to the Servicer, all reasonable expenses incurred in connection with the performance of its duties under the Transaction Documents; (x) to pay to the Approved Valuation Firm all accrued and unpaid fees and expenses; and (xi) to the Borrower, any remaining amounts.