A confidential agreement that internally bifurcates a unitranche loan between a First-Out (senior, bank-held, lower-coupon) tranche and a Last-Out (junior, direct-lender-held, higher-coupon) tranche, without disclosing the split to the borrower. The borrower sees a single facility at a blended rate; the AAL governs cash-flow allocation between the two holder classes in both performing and default scenarios. Enables lower-cost capital to participate in direct lending and lets direct lenders earn leveraged-like returns on their last-out positions.