PennantPark Private Income Fund

EX-10.1 · ck0002089126-ex10_1.htm

EX-10.1
 2
 ck0002089126-ex10_1.htm
 EX-10.1

 Exhibit 10.1

 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
 THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “ Amendment ”), dated as of June 5, 2026 (the “ Amendment Effective Date ”), is entered into among PennantPark Investment Advisers, LLC, a Delaware limited liability company, as the collateral manager (the “ Collateral Manager ”), PennantPark Private Income Fund SPV LLC, a Delaware limited liability company, as the borrower (the “ Borrower ”), the Lenders party hereto, CIBC Bank USA, as the administrative agent (the “ Administrative Agent ”) and Western Alliance Trust Company, National Association, not in its individual capacity but as the collateral agent (the “ Collateral Agent ”) and as the document custodian (the “ Document Custodian ”).
 WHEREAS, the Collateral Manager, the Borrower, PennantPark Private Income Fund, as the transferor (the “ Transferor ”), the Administrative Agent, the Lenders from time to time party thereto, the Collateral Agent and the Document Custodian are party to the Loan and Security Agreement, dated as of October 1, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), providing, among other things, for the making and the administration of the Borrowings by the Lenders to the Borrower;
 WHEREAS, the parties hereto desire to amend the Loan Agreement in accordance with Section 12.1 of the Loan Agreement and subject to the terms and conditions set forth herein.
 NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
 ARTICLE I

Definitions

 SECTION 1.1. Defined Terms . Terms used but not defined herein have the respective meanings given to such terms in the Loan Agreement.

 ARTICLE II

Amendments

 SECTION 2.1. As of the date of this Amendment, the Loan Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text ) as set forth on the pages of the Loan Agreement attached as Appendix A hereto.

 ARTICLE III

 Representations and Warranties

  
  

  

 SECTION 3.1. Each of the Borrower and the Collateral Manager hereby represents and warrants to each other party hereto that, as of the date first written above, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower and the Collateral Manager contained in the Loan Agreement and the other Transaction Documents are true and correct in all material respects on and as of such day (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects, and except for those representations and warranties made as of a specific date which are true, correct, and complete as of such date).

 ARTICLE IV

Conditions Precedent

 SECTION 4.1. This Amendment shall become effective as of the Amendment Effective Date upon:

 (a) the execution and delivery of this Amendment by each party hereto;

 (b) the Administrative Agent shall have received satisfactory evidence that the Borrower has obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby;

 (c) the Administrative Agent shall have received the executed legal opinion or opinions of Proskauer Rose LLP, counsel to the Borrower and the Collateral Manager, in form and substance acceptable to the Administrative Agent in its reasonable discretion;

 (d) each of the Administrative Agent and the Lenders have received all fees due and payable to such Person; and

 (e) the Administrative Agent shall have received, certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Borrower, the Collateral Manager and the Transferor.

 ARTICLE V

Miscellaneous

 SECTION 5.1. Governing Law . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 SECTION 5.2. Severability Clause . In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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 SECTION 5.3. Ratification . Except as expressly amended hereby, the Loan Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Loan Agreement for all purposes.

 SECTION 5.4. Headings . The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 SECTION 5.5. Electronic Signatures . This Amendment shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “ Signature Law ”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

 [Signature Pages Follow]

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the Amendment Effective Date.
 PENNANTPARK PRIVATE INCOME FUND SPV LLC , as the Borrower
  
 By: PennantPark Private Income Fund, its designated manager
  
  
  
 By :_/s/ Andrew Jordan_______________________
 Name: Andrew Jordan
 Title: Authorized Signatory

 [Signature Page to Amendment No. 2 to Loan and Security Agreement]

  

 PENNANTPARK INVESTMENT ADVISERS, LLC , as Collateral Manager
  
  
  
 By :_/s/ Andrew Jordan_______________________
 Name: Andrew Jordan
 Title: Managing Director
  

 [Signature Page to Amendment No. 2 to Loan and Security Agreement]

  

 CIBC BANK USA ,
as Administrative Agent and a Lender
 By: /s/ Nick Koziak________________________
Name: Nick Koziak
Title: Managing Director
  
  

 [Signature Page to Amendment No. 2 to Loan and Security Agreement]

  

 WESTERN ALLIANCE TRUST COMPANY, NATIONAL ASSOCIATION , not in its individual capacity but solely as Collateral Agent
 By: /s/ Michael J. Baker
Name: Michael J. Baker
Title: Senior Vice President
 WESTERN ALLIANCE TRUST COMPANY, NATIONAL ASSOCIATION , not in its individual capacity but solely as the Document Custodian
 By: /s/ Michael J. Baker
Name: Michael J. Baker
Title: Senior Vice President
  

 [Signature Page to Amendment No. 2 to Loan and Security Agreement]

  

 Appendix A

  

 EXECUTION VERSION
 CONFORMED THROUGH FIRST SECOND AMENDMENT DATED MARCH 4 JUNE 5 , 2026

 U.S. $ 120,000,000 200,000,000
 LOAN AND SECURITY AGREEMENT
 by and among
 PENNANTPARK INVESTMENT ADVISERS, LLC ,
 as the Collateral Manager
 PennantPark Private Income Fund SPV LLC ,
 as the Borrower
 PennantPark Private Income Fund ,
 as the Transferor
 EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO ,
 as the Lenders
 CIBC BANK USA ,
 as the Administrative Agent
 and
 WESTERN ALLIANCE TRUST COMPANY, N.A. ,
 as the Collateral Agent and the Custodian
 Dated as of October 1, 2025

  

 TABLE OF CONTENTS
 Page

 ARTICLE I

DEFINITIONS
 Section 1.1	Certain Defined Terms.	2
 Section 1.2	Other Terms.	66
 Section 1.3	Computation of Time Periods.	66
 Section 1.4	Interpretation.	66
 Section 1.5	Calculation of Borrowing Base.	68
 Section 1.6	Rates.	68
 Section 1.7	Exchange Rates; Currency Equivalents.	68
 ARTICLE II

THE NOTES
 Section 2.1	The Notes.	69
 Section 2.2	Procedures for Advances by the Lenders.	69
 Section 2.3	Principal Repayments.	71
 Section 2.4	Determination of Interest.	73
 Section 2.5	Notations on Notes.	73
 Section 2.6	Reduction of Borrowing Base Deficiency.	73
 Section 2.7	Settlement Procedures.	74
 Section 2.8	Alternate Settlement Procedures.	76
 Section 2.9	Collections and Allocations.	78
 Section 2.10	Payments, Computations, Etc.	80
 Section 2.11	Fees.	81
 Section 2.12	Increased Costs; Capital Adequacy; Illegality.	81
 Section 2.13	Taxes.	84
 Section 2.14	Reinvestment; Discretionary Sales, Substitutions and Repurchases of Loans.	88
 Section 2.15	Assignment of the Sale Agreement.	93
 Section 2.16	Defaulting Lenders.	93
 Section 2.17	Mitigation Obligations; Replacement of Lenders.	94
 Section 2.18	Increase of Commitment; Facility Amount.	95
 Section 2.19	Interest Period Elections	96
 ARTICLE III

CONDITIONS TO THE CLOSING DATE AND ADVANCES
 Section 3.1	Conditions to Closing Date.	96
 Section 3.2	Conditions Precedent to All Advances and Acquisitions of Loans.	99
 Section 3.3	Custodianship; Transfer of Loans and Permitted Investments.	101

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 ARTICLE IV

REPRESENTATIONS AND WARRANTIES
 Section 4.1	Representations and Warranties of the Borrower.	102
 Section 4.2	Representations and Warranties of the Borrower Relating to the Agreement and the Collateral.	112
 Section 4.3	Representations and Warranties of the Collateral Manager.	112
 Section 4.4	Representations and Warranties of the Collateral Agent and Custodian.	115
 ARTICLE V

GENERAL COVENANTS
 Section 5.1	Affirmative Covenants of the Borrower.	116
 Section 5.2	Negative Covenants of the Borrower.	125
 Section 5.3	Affirmative Covenants of the Collateral Manager.	127
 Section 5.4	Negative Covenants of the Collateral Manager.	129
 Section 5.5	Affirmative Covenants of the Collateral Agent and Custodian.	130
 Section 5.6	Negative Covenants of the Collateral Agent and Custodian.	130
 ARTICLE VI

COLLATERAL MANAGEMENT
 Section 6.1	Designation of the Collateral Manager.	130
 Section 6.2	Duties of the Collateral Manager.	131
 Section 6.3	Authorization of the Collateral Manager.	133
 Section 6.4	Collection of Payments; Accounts.	133
 Section 6.5	Realization Upon Defaulted or Delinquent Loans.	135
 Section 6.6	Collateral Manager Compensation.	135
 Section 6.7	Payment of Certain Expenses by the Collateral Manager.	136
 Section 6.8	Reports.	136
 Section 6.9	Annual Statement as to Compliance.	137
 Section 6.10	The Collateral Manager Not to Resign.	137
 Section 6.11	Collateral Manager Termination Events.	137
 ARTICLE VII

THE COLLATERAL AGENT
 Section 7.1	Designation of Collateral Agent.	138
 Section 7.2	Duties of Collateral Agent.	139
 Section 7.3	Merger or Consolidation.	140
 Section 7.4	Collateral Agent Compensation; Reimbursement of Expenses.	141

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 Section 7.5	Collateral Agent Removal.	141
 Section 7.6	Limitation on Liability.	141
 Section 7.7	Resignation of the Collateral Agent.	145
 Section 7.8	Access to Certain Documentation and Information Regarding the Collateral; Audits.	146
 ARTICLE VIII

SECURITY INTEREST
 Section 8.1	Grant of Security Interest.	147
 Section 8.2	Release of Lien on Collateral.	148
 Section 8.3	Remedies.	149
 Section 8.4	Waiver of Certain Laws.	149
 Section 8.5	Power of Attorney.	149
 ARTICLE IX

EVENTS OF DEFAULT
 Section 9.1	Events of Default.	150
 Section 9.2	Remedies.	152
 ARTICLE X

INDEMNIFICATION
 Section 10.1	Indemnities by the Borrower.	154
 Section 10.2	Indemnities by the Collateral Manager.	155
 Section 10.3	Taxes.	155
 ARTICLE XI

THE ADMINISTRATIVE AGENT
 Section 11.1	Appointment.	156
 Section 11.2	Standard of Care; Exculpatory Provisions.	156
 Section 11.3	The Administrative Agent’s Reliance, Etc.	158
 Section 11.4	Credit Decision with Respect to the Administrative Agent.	159
 Section 11.5	Indemnification of the Administrative Agent.	159
 Section 11.6	The Successor Administrative Agent.	160
 Section 11.7	Delegation of Duties.	160
 Section 11.8	Payments by the Administrative Agent.	160
 Section 11.9	Collateral Matters.	160
 Section 11.10	Erroneous Payments.	161

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 ARTICLE XII

MISCELLANEOUS
 Section 12.1	Amendments and Waivers.	163
 Section 12.2	Notices, Etc.	165
 Section 12.3	Ratable Payments.	167
 Section 12.4	No Waiver; Remedies.	167
 Section 12.5	Binding Effect; Benefit of Agreement.	167
 Section 12.6	Term of this Agreement.	168
 Section 12.7	Governing Law; Jury Waiver.	168
 Section 12.8	Consent to Jurisdiction; Waivers.	168
 Section 12.9	Costs and Expenses.	169
 Section 12.10	No Proceedings.	169
 Section 12.11	Recourse Against Certain Parties.	170
 Section 12.12	Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances.	171
 Section 12.13	Confidentiality.	171
 Section 12.14	Execution in Counterparts; Severability; Integration.	173
 Section 12.15	Waiver of Setoff.	174
 Section 12.16	Assignments by the Lenders.	174
 Section 12.17	Heading and Exhibits.	177
 Section 12.18	Benchmark Replacement.	177
 Section 12.19	Divisions.	178
 Section 12.20	Judgment Currency.	179
 Section 12.21	Recognition of the U.S. Special Resolution Regimes.	179
 Section 12.22	USA PATRIOT ACT.	180
 Section 12.23	Limited Recourse with Respect to the Transferor.	180
 ARTICLE XIII

tax considerations
 Section 13.1	Acknowledgement of Parties.	180
 ARTICLE XIV

Custodian
 Section 14.1	Designation of Custodian.	181
 Section 14.2	Duties of Custodian.	181
 Section 14.3	Merger or Consolidation.	183
 Section 14.4	Custodian Compensation.	184
 Section 14.5	Custodian Removal.	184
 Section 14.6	Limitation on Liability.	184
 Section 14.7	Custodian Resignation.	186

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 Section 14.8	Release of Documents.	186
 Section 14.9	Return of Required Loan Documents.	187
 Section 14.10	Access to Certain Documentation and Information Regarding the Collateral Portfolio.	187
 Section 14.11	Custodian as Agent.	188
 Section 14.12	Indemnification.	188
  

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 EXHIBITS
 EXHIBIT A‑1	Form of Funding Notice
 EXHIBIT A‑2	Form of Repayment Notice
 EXHIBIT A‑3	Form of Reinvestment Notice
 EXHIBIT A‑4	Form of Borrowing Base Certificate
 EXHIBIT A‑5	Form of Incumbency Certificate
 EXHIBIT A-6	Form of Payment Date Report
 EXHIBIT A-7	Form of Static Pool Analysis
 EXHIBIT A-8	Form of Notice of Continuation
 EXHIBIT A-9	Form of Commitment Reduction Notice
 EXHIBIT B	Form of Promissory Note
 EXHIBIT C	Form of Officer’s Certificate as to Solvency
 EXHIBIT D	Form of Officer’s Closing Certificate
 EXHIBIT E	Form of Release of Underlying Instruments
 EXHIBIT F	Form of Compliance Certificate
 EXHIBIT G	Form of Transferee Letter
 EXHIBIT H	Form of Joinder Supplement
 EXHIBIT I-1	U.S. Tax Compliance Certificate – For Foreign Lenders that are not
 Partnerships for U.S. Federal Income Tax Purposes
 EXHIBIT I-2	U.S. Tax Compliance Certificate – For Foreign Participants that are not
 Partnerships For U.S. Federal Income Tax Purposes
 EXHIBIT I-3	U.S. Tax Compliance Certificate – For Foreign Participants that are
 Partnerships For U.S. Federal Income Tax Purposes
 EXHIBIT I-4	U.S. Tax Compliance Certificate – For Foreign Lenders that are Partnerships For U.S. Federal Income Tax Purposes
 EXHIBIT J	Form of Custodian Certification
 EXHIBIT K	Form of Assignment and Assumption
 EXHIBIT L	Form of Annual Statement as to Compliance
 EXHIBIT M	Form of Loan Checklist
 SCHEDULES
 SCHEDULE I	Loan Party Names
 SCHEDULE II	Loan List
 SCHEDULE III	Agreed-Upon Procedures
 SCHEDULE IV	S&P Industry Classifications
 SCHEDULE V	Approved Broker Dealers
 ANNEXES
 ANNEX A	Addresses for Notices
 ANNEX B	Commitments

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 LOAN AND SECURITY AGREEMENT
 THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “ Agreement ”) is made as of October 1, 2025, by and among:
 (1) PENNANTPARK INVESTMENT ADVISERS, LLC , a Delaware limited liability company, as the Collateral Manager (as hereinafter defined);

 (2) PennantPark Private Income Fund SPV LLC , a Delaware limited liability company , as the borrower (the “ Borrower ”);

 (3) PENNANTPARK PRIVATE INCOME FUND , as the Transferor (as hereinafter defined);

 (4) EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO (together with its respective successors and assigns in such capacity, each a “ Lender ”, collectively, the “ Lenders ”);

 (5) CIBC BANK USA (together with its successors and assigns, “ CIBC ”), as the administrative agent hereunder (together with its successors and assigns in such capacity, the “ Administrative Agent ”); and

 (6) WESTERN ALLIANCE TRUST COMPANY, N.A. , not in its individual capacity but as the collateral agent (together with its successors and assigns in such capacity, the “ Collateral Agent ”) and the Custodian (together with its successors and assigns in such capacity, the “ Custodian ”).

 RECITALS
 WHEREAS , the Borrower has requested that the Lenders extend credit hereunder by providing Commitments and making Advances from time to time for the purchase of certain Eligible Loans from the Transferor pursuant to the Sale Agreement and for the general business purposes of the Borrower;
 WHEREAS , the Borrower has requested that the Collateral Manager act as the collateral manager of the Borrower and manage the Collateral; and
 WHEREAS , the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein;
 NOW, THEREFORE , based upon the foregoing Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

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 ARTICLE I

DEFINITIONS

 Section 1.1 Certain Defined Terms .

 Certain capitalized terms used throughout this Agreement are defined in this Section 1.1 . As used in this Agreement and its schedules, exhibits and other attachments, unless the context requires a different meaning, the following terms shall have the following meanings:
 “ 1940 Act ”: The United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.
 “ Accepted EBITDA Adjustment ”: With respect to any calculation of EBITDA for any Loan, any of the following add-backs or adjustments to “reported EBITDA” or other term meaning non-adjusted EBITDA: (1) management fees, (2) board fees and expenses, (3) transaction advisory fees, or other one-time transaction fees or costs with the contemplated transaction, (4) adjustments to include full year EBITDA of acquired companies in an Obligor’s trailing twelve month EBITDA and prior acquisition transaction and integrations costs, (5) financing fees including prepayment penalties, and (6) full year impact of payroll costs savings or other permanent hard cost savings where the implementation occurred prior to closing or at closing.
 “ Account ”: Any of the Collateral Account, the Principal Collection Account, the Interest Collection Account, the Unfunded Exposure Account, each Eligible Currency Account and any sub‑accounts thereof deemed appropriate or necessary by the Administrative Agent or the Collateral Agent for convenience in administering such accounts.
 “ Account Control Agreement ”: The Account Control Agreement, dated as of the date hereof, among the Borrower, as the pledgor, the Administrative Agent, the Collateral Agent and the Securities Intermediary, as the same may be amended, modified, waived, supplemented or restated from time to time.
 “ Accrual Period ”: With respect to (a) the first Payment Date, the period from and including the Closing Date to but excluding the Determination Date preceding the first Payment Date, and (b) any subsequent Payment Date, the period from and including the Determination Date preceding the previous Payment Date to but excluding the Determination Date preceding the current Payment Date (or, in the case of the final Payment Date, to and including such Payment Date).
 “ Adjusted Borrowing Value ”: For any Loan, for any date of determination, an amount equal to the Assigned Value of such Loan at such time multiplied by the Outstanding Balance of such Loan.
 “ Adjusted Daily Simple RFR ”: For any day (an “ RFR Rate Day ”), a rate per annum equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to:

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 (a) Sterling, the greater of (i) the sum of (A) SONIA for the day (such day, a “ Sterling RFR Determination Day ”) that is five (5) RFR Business Days prior to (I) if such RFR Rate Day is an RFR Business Day, such RFR Rate Day or (II) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website; provided that if by 5:00 p.m. (London time) on the second (2nd) RFR Business Day immediately following any Sterling RFR Determination Day, SONIA in respect of such Sterling RFR Determination Day has not been published on the SONIA Administrator’s Website and a Benchmark Replacement Date with respect to the Adjusted Daily Simple RFR for Sterling has not occurred, then SONIA for such Sterling RFR Determination Day will be SONIA as published in respect of the first preceding RFR Business Day for which such SONIA was published on the SONIA Administrator’s Website; provided , further , that SONIA as determined pursuant to this proviso shall be utilized for purposes of calculation of Adjusted Daily Simple RFR for no more than three (3) consecutive RFR Rate Days and (B) the SONIA Adjustment and (ii) the Floor; and

 (b) Swiss Francs, the greater of (i) the sum of (A) SARON for the day (such day, a “ Swiss Francs RFR Determination Day ”) that is five (5) RFR Business Days prior to (I) if such RFR Rate Day is an RFR Business Day, such RFR Rate Day or (II) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate Day, in each case, as such SARON is published by the SARON Administrator on the SARON Administrator’s Website; provided that if by 5:00 p.m. (Zurich time) on the second (2nd) RFR Business Day immediately following any Swiss Francs RFR Determination Day, SARON in respect of such Swiss Francs RFR Determination Day has not been published on the SARON Administrator’s Website and a Benchmark Replacement Date with respect to the Adjusted Daily Simple RFR for Swiss Francs has not occurred, then SARON for such Swiss Francs RFR Determination Day will be SARON as published in respect of the first preceding RFR Business Day for which such SARON was published on the SARON Administrator’s Website; provided , further , that SARON as determined pursuant to this proviso shall be utilized for purposes of calculation of Adjusted Daily Simple RFR for no more than three (3) consecutive RFR Rate Days and (B) the SARON Adjustment and (ii) the Floor.

 Any change in Adjusted Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Borrower.
 “ Adjusted Eurocurrency Rate ”: As to any Advance denominated in any applicable Eligible Foreign Currency (which, as of the date hereof, shall mean Australian Dollars and Euros), for any Interest Period, the rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing: (a) the Eurocurrency Rate for such Advance for such Interest Period; by (b) one (1) minus the Eurocurrency Reserve Percentage for such Advance for such Interest Period; provided that if the Adjusted Eurocurrency Rate as so determined would ever be less than the Floor, then Adjusted Eurocurrency Rate shall be deemed to be the Floor.
 “ Adjusted Term CORRA ”: For purposes of any calculation, the rate per annum equal to (a) Term CORRA for such calculation plus (b) the applicable Term CORRA Adjustment;

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 provided that if Adjusted Term CORRA as so determined would ever be less than the Floor, then Adjusted Term CORRA will be deemed to be the Floor.
 “ Administrative Agent ”: CIBC, in its capacity as the administrative agent for Lenders hereunder, together with its permitted successors and assigns, including any successor appointed pursuant to Section 11.6 .
 “ Administrative Expenses ”: All amounts (including indemnification payments but excluding principal payments, interest payments and Non-Usage Fees) due or accrued and payable by the Borrower to any Person pursuant to any Transaction Document, including, but not limited to, any third party service provider to the Borrower, any Lender, the Collateral Agent, the Custodian, or the Securities Intermediary, and to any accountants, agents and counsel of any of the foregoing for their fees and expenses or any other Person in respect of any other fees, expenses, or other payments (including indemnification payments).
 “ Administrative Questionnaire ”: An administrative questionnaire in a form supplied by the Administrative Agent.
 “ Advance ”: Each funding by the Lenders hereunder (including each Loan Advance and each advance made for the purpose of funding the Unfunded Exposure Account pursuant to Section 2.2(e)) . The application of amounts on deposit in the Unfunded Exposure Account to fund a Revolving Loan or Delayed Draw Loan in accordance with Section 2.9(e) shall not be considered an “Advance”.
 “ Advance Date ”: With respect to any Advance, the date on which such Advance is made.
 “ Advance Rate ”: As follows:
 (a) with respect to any Broadly Syndicated Loans, eighty percent (80.00%);

 (b) with respect to First Lien Loans for which the applicable Obligor has EBITDA greater than or equal to $50,000,000, seventy-five percent (75.00%);

 (c) with respect to First Lien Loans for which the applicable Obligor has EBITDA less than $50,000,000, seventy percent (70.00%);

 (d) with respect to Qualified First Lien Loans for which the applicable Obligor has EBITDA greater than or equal to $50,000,000, seventy percent (70.00%);

 (e) with respect to Qualified First Lien Loans for which the applicable Obligor has EBITDA less than $50,000,000, sixty-five percent (65.00%);

 (f) with respect to Unitranche Loans, sixty-five percent (65.00%);

 (g) with respect to First Lien Last Out Loans, fifty percent (50.00%); and

 (h) with respect to Second Lien Loans, twenty-five percent (25.00%).

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 “ Advances Outstanding ”: On any day, the aggregate principal amount of all Advances outstanding on such day, after giving effect to all repayments of Advances and the making of new Advances on such day.
 “ Affiliate ”: With respect to a Person, means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person, or is a director or officer of such Person; provided that for purposes of determining whether any Loan is an Eligible Loan or any Obligor is an Eligible Obligor, the term Affiliate shall not include any Affiliate relationship among Obligors which may exist solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor. For purposes of this definition, “control,” when used with respect to any specified Person means the possession, directly or indirectly, of the power to vote 20.00% or more of the voting securities of such Person or to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
 “ Aggregate Unfunded Exposure Amount ”: On any date of determination, the sum of the Unfunded Exposure Amounts of all Loans included in the Collateral.
 “ Aggregate Unfunded Exposure Equity Amount ”: On any date of determination, the sum of the Unfunded Exposure Equity Amounts of all Loans included in the Collateral.
 “ Agreed-Upon Procedures Report ”: The meaning specified in Section 5.1(t)(v) .
 “ Agreement ”: The meaning specified in the Preamble.
 “ Anti-Corruption Laws ”: The Applicable Law in any jurisdiction that relates to anti-bribery or anti-corruption laws, regulations or ordinances, including the U.S. Foreign Corrupt Practices Act of 1977, as amended; the U.K. Bribery Act 2010, as amended; and the Loi Sapin II pour la transparence de la vie économique (Sapin II).
 “ Anti-Money Laundering Laws ”: The Applicable Law in any jurisdiction that relates to money laundering or terrorism financing, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.
 “ Applicable Law ”: For any Person or property of such Person, all existing and future laws, rules, regulations, statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority which are applicable to such Person or property, and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi‑judicial tribunal or agency of competent jurisdiction.
 “ Applicable Spread ”: A rate per annum equal to:
 (a) prior to the twelve (12) month anniversary of the Closing Date, 1.875%;

 (b) on and after the twelve (12) month anniversary of the Closing Date but prior to the earlier to occur of the Revolving Period End Date and the Termination Date, (x) if the Utilization on any date of determination is greater than fifty percent (50.00%) of the

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 Facility Amount, 1.875% and (y) if the Utilization on any date of determination is less than fifty percent (50.00%) of the Facility Amount, 2.00%; and

 (c) after the earlier to occur of the Revolving Period End Date and the Termination Date, 2.125%;

 provided that if an Event of Default has occurred and is continuing, at the election of the Administrative Agent (which election may be made retroactively by the Administrative Agent to the applicable date on which such Event of Default occurred, and which election shall be deemed in the case of an Event of Default described in Section 9.1(f) with respect to the Borrower), the rate otherwise in effect shall be increased by 2.00%.
 “ Approved Broker Dealer ”: Each qualified broker-dealer listed on Schedule V hereto or approved by the Administrative Agent in its absolute discretion.

 “ Approved Fund ”: Any fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

 “ Assigned Value ”: With respect to each Loan, as of any Measurement Date, the Assigned Value of such Loan shall be (x) in the case of a Broadly Syndicated Loan, its BSL Assigned Value and (y) in the case of each Loan other than a Broadly Syndicated Loan:

 (d) prior to the occurrence of a Value Adjustment Event, (i) if such Loan does not meet the Assigned Value Grid Criteria, the value of such Loan as determined by the Administrative Agent in its sole discretion (and communicated to the Borrower prior to the related acquisition date) or (ii) if such Loan meets the Assigned Value Grid Criteria, the lower of (A) the Purchase Price and (B) the Assigned Value Grid Percentage;

 (e) after the occurrence and during the continuance of a Value Adjustment Event with respect to such Loan, the value determined by the Administrative Agent in its sole discretion (which determination may be made on any date following the occurrence the related Value Adjustment Event); provided that with respect to a Value Adjustment Event pursuant to clauses (e) , (f) , or (g) of the definition of Value Adjustment Event, in each case, the Assigned Value of such Loan shall be zero; provided , further , if the Borrower reasonably believes the credit profile of such Loan or any related Obligor has increased, the Borrower may request that the Administrative Agent reevaluate the amended Assigned Value of any such Loan whose Assigned Value was decreased due to the occurrence of a Value Adjustment Event, and the Administrative Agent may, in its sole discretion, assign a new amended Assigned Value to such Loan. The amended Assigned Value of each Loan shall be communicated by the Administrative Agent to the Borrower, the Collateral Manager, the Collateral Agent, and the Lenders pursuant to an Assigned Value Notice; and

 (f) with respect to any Loan that is not an Eligible Loan, zero.

 “ Assigned Value Grid Percentage ”: With respect to any Loan (other than a Broadly Syndicated Loan), the percentage determined by reference to the related Obligor Net Senior Leverage Ratio and such Obligor’s EBITDA as specified in the following table:

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 Obligor Net Senior Leverage Ratio

 EBITDA

  

 $10-20MM

 $20-50MM

 >$50MM

 < 4.00x

 100.0%

 100.0%

 100.0%

 4.00x - 4.50x

 92.5%

 100.0%

 100.0%

 4.51x - 5.00x

 87.0%

 93.5%

 100.0%

 5.01x - 5.50x

 82.5%

 88.0%

 94.0%

 5.51x - 6.00x

 78.5%

 84.0%

 89.0%

 6.01x - 6.50x

 N/A

 80.0%

 85.0%

 provided that the Assigned Value Grid Percentage with respect any Unitranche Loan shall be determined based on the row of the table above that corresponds with such Loan&#x2019;s Obligor Net Senior Leverage Ratio less 0.5x.
 &#x201c; Assigned Value Grid Criteria &#x201d;: With respect to any Eligible Loan (other than a Broadly Syndicated Loan), as of the date upon which such Loan is acquired by the Borrower: (1) such Loan is a Unitranche Loan or a First Lien Loan; (2) its Obligor Net Senior Leverage Ratio is not greater than 6.5x; (3) its Obligor Cash Interest Coverage Ratio is equal to or greater than 1.5x; (4) Non-Accepted EBITDA Adjustments made in connection with the calculation of EBITDA for purposes hereunder shall not exceed thirty-five percent (35.0%) of such calculation of EBITDA; and (5) the related Obligor has EBITDA greater than or equal to $10,000,000.
 &#x201c; Assigned Value Notice &#x201d;: A written notice (which may be in the form of an e&#x2011;mail) delivered by the Administrative Agent to the Borrower, the Collateral Manager, the Lenders and the Collateral Agent specifying the value of a Loan determined in accordance with the terms of the definition of &#x201c;Assigned Value&#x201d; in this Section 1.1 .
 &#x201c; Assignment and Assumption &#x201d;: An assignment and assumption agreement in the form of Exhibit K to this Agreement (appropriately completed) delivered in connection with an assignment by any Lender pursuant to Section 12.16 .
 &#x201c; Australian Dollars &#x201d;, &#x201c; A$ &#x201d; and &#x201c; AUD &#x201d;: The lawful currency of Australia.
 &#x201c; Availability &#x201d;: As of any Measurement Date, an amount equal to the least of (a) (i) the Facility Amount minus (ii) the amount of the Aggregate Unfunded Exposure Amount that is not then on deposit in the Unfunded Exposure Account minus (iii) the FX Reserve Amount minus (iv) an amount equal to the Unsettled Trade Reserve as of such date ; (b)(i) the product of (A) the Borrowing Base as of such date multiplied by (B) the Weighted Average Advance Rate minus (ii) the amount of the Aggregate Unfunded Exposure Equity Amount that is not then on deposit in the Unfunded Exposure Account, minus (iii) the FX Reserve Amount, plus (iv) the Dollar Equivalent of the aggregate amount of Principal Collections on deposit in the Principal Collection Account and each Eligible Currency Account as of such date , minus (v) an amount equal to the Unsettled Trade Reserve as of such date ; and (c)(i) the aggregate Adjusted Borrowing Value of all Eligible Loans as of such date, minus (ii) the Minimum Credit Enhancement Amount, minus (iii) the amount of the Aggregate Unfunded Exposure Equity Amount that is not then on deposit in the Unfunded Exposure Account, minus (iv) the FX Reserve Amount, plus (v) the Dollar Equivalent of the aggregate amount of Principal Collections on deposit in the Principal Collection

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 Account and each Eligible Currency Account as of such date , minus (vi) an amount equal to the Unsettled Trade Reserve as of such date .

 &#x201c; Available Funds &#x201d;: With respect to any Payment Date, all amounts on deposit in the Collection Account.
 &#x201c; Available Tenor &#x201d;: As of any date of determination and with respect to the then current Benchmark for any Currency, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of &#x201c;Interest Period&#x201d; pursuant to clause (d) of Section 12.18 .
 &#x201c; Bankruptcy Code &#x201d;: The United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq. ), as amended from time to time.
 &#x201c; Base Rate &#x201d;: On any date, a fluctuating per annum interest rate equal to the highest of (a) the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the &#x201c;bank prime loan&#x201d; rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent), (b) the Federal Funds Rate plus 0.50% and (c) zero.
 &#x201c; Benchmark &#x201d;: Initially, with respect to any:
 (g) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to Dollars, Term SOFR for the Available Tenor comparable to such Interest Period set forth below that is selected by the Borrower with written notice to the Administrative Agent no less than three (3) U.S. Government Securities Business Days prior to such Interest Period: (i) Term SOFR for an Available Tenor of one-month&#x2019;s duration; (ii) Term SOFR for an Available Tenor of three-month&#x2019;s duration; or (iii) Term SOFR for an Available Tenor of six-month&#x2019;s duration; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date with respect to Term SOFR or the Term CORRA Reference Rate or the then-current Benchmark for such Currency, then &#x201c;Benchmark&#x201d; means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 12.18 ;

 (h) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Sterling or Swiss Francs, the Adjusted Daily Simple RFR applicable for such Currency; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to such Adjusted Daily Simple RFR or the then-current Benchmark for such Currency, then &#x201c;Benchmark&#x201d; shall mean, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 12.18 ;

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 (i) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to Canadian Dollars, the Term CORRA Reference Rate; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date with respect to the Term CORRA Reference Rate or the then-current Benchmark for such Currency, then &#x201c;Benchmark&#x201d; means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 12.18; or

 (j) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euros, EURIBOR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date with respect to EURIBOR or the then-current Benchmark for such Currency, then &#x201c;Benchmark&#x201d; means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 12.18 .

 &#x201c; Benchmark Replacement &#x201d;: With respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent in consultation with the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for syndicated credit facilities denominated in the applicable Currency and (ii) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.
 &#x201c; Benchmark Replacement Adjustment &#x201d;: With respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent in consultation with the Borrower for the applicable tenor giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Currency.
 &#x201c; Benchmark Replacement Conforming Changes &#x201d;: With respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of &#x201c;Base Rate,&#x201d; the definition of &#x201c;Business Day,&#x201d; the definition of &#x201c;Eurocurrency Banking Day,&#x201d; the definition of &#x201c;RFR Business Day,&#x201d; the definition of &#x201c;Interest Period,&#x201d; the definition of &#x201c;U.S. Government Securities Business Day,&#x201d; timing and frequency of determining rates, timing (but not frequency) of making payments of interest, timing of borrowing requests or

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 prepayment, conversion or continuation notices, the length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in consultation with the Borrower may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).
 &#x201c; Benchmark Replacement Date &#x201d;: The earliest to occur of the following events with respect to the then-current Benchmark for any Currency:
 (1)	in the case of clause (1) or (2) of the definition of &#x201c;Benchmark Transition Event,&#x201d; the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or
 (2)	in the case of clause (3) of the definition of &#x201c;Benchmark Transition Event,&#x201d; the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
 For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) if such Benchmark is a term rate, the &#x201c;Benchmark Replacement Date&#x201d; will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
 &#x201c; Benchmark Transition Event &#x201d;: With respect to the then-current Benchmark for any Currency, the occurrence of one or more of the following events with respect to such Benchmark:

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 (1)	a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);
 (2)	a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, the central bank for the Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or
 (3)	a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.
 For the avoidance of doubt, if such Benchmark is a term rate, a &#x201c;Benchmark Transition Event&#x201d; will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
 &#x201c; Benchmark Transition Start Date &#x201d;: In the case of a Benchmark Transition Event with respect to any then-current Benchmark for any Currency, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

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 &#x201c; Benchmark Unavailability Period &#x201d;: With respect to the then-current Benchmark for any Currency, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 12.18 and (y) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 12.18 .
 &#x201c; Beneficial Ownership Certification &#x201d;: A certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.
 &#x201c; Beneficial Ownership Regulation &#x201d;: 31 C.F.R. § 1010.230.
 &#x201c; BHC Act Affiliate &#x201d;: The meaning assigned to the term &#x201c;affiliate&#x201d; in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
 &#x201c; Borrower &#x201d;: The meaning specified in the Preamble.
 &#x201c; Borrower Interest Coverage Ratio &#x201d;: On any Payment Date, the ratio of (a) the Dollar Equivalent of the aggregate amount of Interest Collections received in the Collection Accounts during the preceding Accrual Period minus all Senior Collateral Manager Fees and Subordinated Collateral Manager Fees, unless in either case waived by the Collateral Manager, payable by the Borrower on such Payment Date to (b) the Borrower Interest Expense payable by the Borrower on such Payment Date.
 &#x201c; Borrower Interest Expense &#x201d;: With respect to the Borrower, as of any Payment Date, an amount equal to the Dollar Equivalent of the aggregate amount payable (whether or not actually paid) in interest, costs and Non-Usage Fees pursuant to Section 2.7 during the preceding Accrual Period.
 &#x201c; Borrower&#x2019;s Notice &#x201d;: Any (a) Funding Notice or (b) Reinvestment Notice.
 &#x201c; Borrowing Base &#x201d;: As of any Measurement Date, an amount equal to the difference of (i) the aggregate Adjusted Borrowing Value of all Eligible Loans as of such date minus (ii) an amount equal to the Excess Concentration Amount as of such date; provided that any Loan which at any time is no longer an Eligible Loan shall not be included in the calculation of &#x201c;Borrowing Base&#x201d;.
 &#x201c; Borrowing Base Certificate &#x201d;: A certificate setting forth the calculation of the Borrowing Base and the Availability as of each Measurement Date, in the form of Exhibit A&#x2011;4 , prepared by the Collateral Manager.

 &#x201c; Borrowing Base Deficiency &#x201d;: The amount by which, on any date of determination, (a) the Advances Outstanding exceed (b) Availability.

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 &#x201c; Breakage Costs &#x201d;: With respect to any Lender and to the extent requested by such Lender in writing (which writing shall set forth in reasonable detail the basis for requesting any such amounts), any amount or amounts as shall compensate such Lender for any loss (excluding loss of anticipated profits), cost or expense actually incurred by such Lender as a result of the liquidation or re-employment of deposits or other funds required by the Lender if any payment by the Borrower of Advances Outstanding or Interest occurs on a date other than a Payment Date, provided that the Breakage Costs in respect of any such payment by the Borrower on any Payment Date shall be deemed to be zero. All Breakage Costs shall be due and payable hereunder on each Payment Date in accordance with Section 2.7 and Section 2.8 . The determination by the applicable Lender of the amount of any such loss, cost or expense shall be conclusive absent manifest error.
 &#x201c; Broadly Syndicated Loan &#x201d;: A Loan that (i) is a First Lien Loan or a Unitranche Loan, (ii) has at least two (2) published quotes by an Approved Broker Dealer, (iii) has an original Tranche Size of at least $250,000,000, (iv) has a rating assigned by Moody&#x2019;s and/or S&P and (v) does not have a Moody&#x2019;s rating of less than &#x201c;B3&#x201d; or an S&P rating of less than &#x201c;B&#x2011;&#x201d;.
 &#x201c; BSL Assigned Value &#x201d;: With respect to each Broadly Syndicated Loan, the BSL Assigned Value of such Broadly Syndicated Loan shall be:
 (a) prior to the occurrence of a BSL Value Adjustment Event, the lesser of:

 (i) the Purchase Price of such Broadly Syndicated Loan; and

 (ii) the Market Value of such Broadly Syndicated Loan as of the date such Broadly Syndicated Loan was acquired by the Borrower;

 (b) after the occurrence and during the continuance of a BSL Value Adjustment Event with respect to such Broadly Syndicated Loan, the value determined by the Administrative Agent in its sole discretion (which determination may be made on any date following the occurrence the related BSL Value Adjustment Event); provided that with respect to a Value Adjustment Event pursuant to clauses (b) , (c) , or (d) of the definition of BSL Value Adjustment Event, in each case, the Assigned Value of such Broadly Syndicated Loan shall be zero; and

 (c) with respect to any Broadly Syndicated Loan that is not an Eligible Loan, zero.

 &#x201c; BSL Value Adjustment Event &#x201d;: With respect to any Broadly Syndicated Loan, the occurrence of any one or more of the following events after the related Funding Date:
 (a) The Market Value of such Broadly Syndicated Loan decreases by seven and a half (7.5) percentage points or more from (x) the Market Value of such Broadly Syndicated Loan as of the date such Broadly Syndicated Loan was acquired by the Borrower or (y) the Market Value of such Broadly Syndicated Loan on the date of the most recent BSL Value Adjustment Event for such Broadly Syndicated Loan (any such occurrence, a &#x201c; Market Value BSL VAE &#x201d;); provided that, if (i) a Market Value BSL VAE occurs with respect to any Broadly Syndicated Loan, (ii) the S&P/LSTA U.S. Leveraged Loan 100 Index has declined by at least 10.0% from its value as of the date such Broadly

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 Syndicated Loan was acquired by the Borrower, (iii) no other BSL Value Adjustment Event has occurred and is continuing with respect to such Broadly Syndicated Loan, and (iv) such Broadly Syndicated Loan has not been put on any watch list or had any outlook status changes, then, during the continuation of such Market Value BSL VAE, such Broadly Syndicated Loan shall have a BSL Assigned Value of 75% (or such higher value as determined by the Administrative Agent in its sole discretion) for a period of two (2) calendar months from the date on which such Market Value BSL VAE occurred and, thereafter, such BSL Assigned Value shall be determined by the Administrative Agent in its sole discretion; provided , further , that no more than 10.0% of the aggregate Adjusted Borrowing Value of all Eligible Loans may consist of Broadly Syndicated Loans that are subject to the BSL Assigned Value established by the immediately preceding proviso; provided , further , that upon the cure of such Market Value BSL VAE, so long as no other BSL Value Adjustment Event has occurred and is continuing with respect to such Broadly Syndicated Loan, the BSL Assigned Value for such Broadly Syndicated Loan shall be the BSL Assigned Value of such Broadly Syndicated Loan immediately prior to the occurrence of such Market Value BSL VAE;

 (b) the occurrence of an Insolvency Event with respect to the applicable Obligor;

 (c) an Obligor default in respect of any payment of principal, interest or commitment or non-use fees under such Loan (after giving effect to all applicable cure periods, but in no event longer than five (5) Business Days);

 (d) any Obligor default has occurred for which the Borrower (or the agent or required lenders pursuant to the Underlying Instruments, as applicable) has elected to exercise any of its material rights and remedies under the applicable Underlying Instruments in the case of default thereunder (including acceleration but excluding imposition of default interest);

 (e) the occurrence of a Material Modification with respect to such Loan that has been executed without the prior written consent of the Administrative Agent;

 (f) the failure by the applicable Obligor to deliver any monthly financial statements as required by the Underlying Instruments beyond that later of (i) any applicable grace or cure period and (ii) thirty (30) days after the end of the applicable month;

 (g) the failure by the applicable Obligor to deliver (or if the Borrower or Collateral Manager fail to forward the same to the Administrative Agent) any financial statements (including audited and unaudited financial statements) as required by the Underlying Instruments, in each case, beyond the later of any applicable grace or cure period and (i) with respect to quarterly reports (including unaudited financial statements) required by the Underlying Instruments, ninety (90) days after the end of the applicable fiscal quarter of such Obligor, and (ii) with respect to annual reports (including audited financial statements) required by the Underlying Instruments, one hundred eighty-five (185) days after the end of the applicable fiscal year of such Obligor; or

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 (h) any specified event or events with respect to such Loan agreed upon by the Borrower and the Administrative Agent on or prior to the date such Loan was first included as part of the Collateral.

 &#x201c; Business Day &#x201d;: Any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York or in the city in which the designated Corporate Trust Office of the Collateral Agent is located.
 &#x201c; CAD &#x201d; and &#x201c; Canadian Dollars &#x201d;: The lawful currency of Canada.
 &#x201c; Capital Stock &#x201d;: Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all similar ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.
 &#x201c; Cash &#x201d;: Cash or legal currency of the United States or an Eligible Foreign Currency as at the time shall be legal tender for payment of all public and private debts in the applicable jurisdiction.
 &#x201c; Certificated Security &#x201d;: The meaning specified in Section 8&#x2011;102(a)(4) of the UCC.
 &#x201c; Change of Control &#x201d;: The occurrence of any of the following events: (a) any change of control of the Collateral Manager or the Borrower (&#x201c;control&#x201d; being defined for purposes of this definition as the possession, directly or indirectly, of the power to direct or cause the direction of the management, actions and policies of a person, whether through voting rights, ownership rights, or by contract or otherwise), (b) the Collateral Manager ceases to be the investment advisor of the Fund, or (c) the Transferor ceases to own and control, of record and beneficially, directly or indirectly, 100.00% of the equity interests of the Borrower free and clear of all Liens other than Liens approved in writing by the Administrative Agent.
 &#x201c; Clearing Agency &#x201d;: An organization registered as a &#x201c;clearing agency&#x201d; pursuant to Section 17A of the Exchange Act.
 &#x201c; Clearing Corporation &#x201d;: The meaning specified in Section 8&#x2011;102(a)(5) of the UCC.
 &#x201c; Closing Date &#x201d;: October 1, 2025.
 &#x201c; Code &#x201d;: The Internal Revenue Code of 1986, as amended from time to time.
 &#x201c; Collateral &#x201d;: The meaning specified in Section 8.1(a) .
 &#x201c; Collateral Account &#x201d;: Each Securities Account created and maintained on the books and records of the Collateral Agent (or any other party acceptable to the Administrative Agent in its sole discretion) entitled &#x201c;Collateral Account&#x201d; in the name of the Borrower and subject to the prior Lien of the Collateral Agent for the benefit of the Secured Parties.

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 &#x201c; Collateral Agent &#x201d;: Western Alliance Trust Company, N.A., not in its individual capacity, but solely as Collateral Agent, its successor in interest pursuant to Section 7.3 or such Person as shall have been appointed Collateral Agent pursuant to Section 7.5 .
 &#x201c; Collateral Agent Fee &#x201d;: The fees, expenses and indemnities set forth as such in the Collateral Agent Fee Letter and as provided for in this Agreement or any other Transaction Document, including without limitation any Administrative Expenses payable to the Collateral Agent, the Custodian or the Securities Intermediary. Notwithstanding any other provision of this Agreement or the Collateral Agent Fee Letter, the Collateral Agent, the Securities Intermediary and Custodian agree that the aggregate amount of fees, expenses and indemnity payments included in the Collateral Agent Fee payable pursuant to Sections 2.7(a)(2) , 2.7(b)(1) and 2.8(2) shall be not greater than $150,000 during any rolling 12-month period (which amount may be increased on a pro rata basis in connection with an increase in the Commitments with the consent of the Administrative Agent in its sole discretion).
 &#x201c; Collateral Agent Fee Letter &#x201d;: The fee letter dated as of August 21, 2025, among the Collateral Agent, the Custodian, the Securities Intermediary, the Borrower and the Collateral Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
 &#x201c; Collateral Agent Termination Notice &#x201d;: The meaning specified in Section 7.5 .
 &#x201c; Collateral Manager &#x201d;: Initially PennantPark Investment Advisers, LLC, a Delaware limited liability company, as collateral manager, acting solely pursuant to the terms of this Agreement or any other Person becoming Collateral Manager pursuant to the terms of this Agreement.
 &#x201c; Collateral Manager Operating Agreement &#x201d;: The Amended and Restated Limited Liability Company Agreement of the initial Collateral Manager, dated as of March 28, 2007, as the same may be amended, restated, modified or supplemented from time to time.
 &#x201c; Collateral Manager Standard &#x201d;: With respect to the servicing, management and administration of each Loan, and the Collateral taken as a whole, a standard requiring a degree of care, skill, prudence and diligence consistent with (i) the same care, skill, prudence and diligence with which the Collateral Manager services and administers loans for its own account or for the account of others, (ii) the customary and usual servicing practices that a prudent loan investor or lender would use in servicing assets of the nature and character of the Loans for its own account; and (iii) to the extent not inconsistent with the foregoing, the Collateral Manager&#x2019;s customary standards, policies and procedures.
 &#x201c; Collateral Manager Termination Event &#x201d;: The occurrence of any one of the following:

 (d) any failure by the Collateral Manager to make, or cause the Borrower to make, any payment, transfer or deposit into the Collection Account as required by this Agreement, which failure continues unremedied for a period of two (2) Business Days, after giving effect to any applicable grace period;

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 (e) [reserved];

 (f) the failure of the Collateral Manager to make any payment when due (whether or not waived but after giving effect to any related grace period) with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $2,500,000 in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such recourse debt or other obligations, whether or not waived;

 (g) an Insolvency Event shall occur with respect to the Collateral Manager;

 (h) the occurrence of an Event of Default;

 (i) PennantPark Investment Advisers, LLC ceases to be the Collateral Manager hereunder without the prior written consent of the Administrative Agent;

 (j) any failure by the Collateral Manager to deliver any Required Reports hereunder on or before the date occurring five (5) Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement;

 (k) a default in any material respect (or, if any such covenant or agreement is qualified by materiality, a Material Adverse Effect or any similar qualifier, in any respect) in the performance, or breach, of any other covenant or agreement or the failure of any representation, warranty or certification made by the Collateral Manager in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made in any material respect (or, if any such representation, warranty or certification is qualified by materiality, a Material Adverse Effect or any similar qualifier, in any respect) and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Collateral Manager and (ii) the date on which any Responsible Officer of the Collateral Manager acquires knowledge thereof;

 (l) the rendering against the Collateral Manager of one or more final judgments, decrees or orders for the payment of money in excess of $2,500,000 (exclusive of judgment amounts to the extent covered by applicable insurance) in aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than thirty (30) consecutive days without a stay of execution;

 (m) the Collateral Manager Operating Agreement shall fail to be in full force and effect or shall have been amended in a manner that materially and adversely effects the interests of the Administrative Agent and the Lenders, as determined in the reasonable judgment of the Collateral Manager, without the prior written consent of the Administrative Agent;

 (n) the Collateral Manager shall become required to register as an &#x201c;investment company&#x201d; within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration of the Collateral Manager as an &#x201c;investment company&#x201d; within the meaning of the 1940 Act; or

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 (o) any of the following events occur with respect to the Collateral Manager:

 (i) a finding by any court or governmental body of competent jurisdiction in a final, non-appealable judgment, or an admission by the Collateral Manager in a settlement of any lawsuit, that it has committed fraud, willful misconduct, or a material violation of applicable securities laws, in each case which has a material adverse effect on the business of the Collateral Manager or the ability of the Collateral Manager to perform its duties under the Transaction Documents to which it is a party; or

 (ii) a conviction of, or plea of guilty or nolo contendere by a director or any senior officers, of the Collateral Manager in respect of a felony in connection with any activity of any Loan Party or any of its Subsidiaries or Affiliates; and

 in the case of clauses (i) and (ii) above, which has a Material Adverse Effect on the business of the Collateral Manager or the ability of the Collateral Manager to perform its duties under the Transaction Documents to which it is a party, and such individual has not been removed from responsibility with respect to the Eligible Loans within thirty (30) days thereafter.
 &#x201c; Collateral Manager Termination Notice &#x201d;: The meaning specified in Section 6.11 .
 &#x201c; Collection Account &#x201d;: Collectively, the Interest Collection Account and the Principal Collection Account.
 &#x201c; Collections &#x201d;: (a) All cash collections and other cash proceeds of any Loan, including, without limitation or duplication, any Proceeds, any Interest Collections, Principal Collections, amendment fees, late fees, prepayment fees, waiver fees, settlement payments, re-financing amounts, rent, like-kind payments, recoveries, guaranty payments or other amounts received in respect thereof (but excluding (i) any Excluded Amounts and (ii) any amounts received by the Borrower from an Obligor following the sale of the related Loan by the Borrower pursuant to Section 2.14 which the Borrower is required to pay to the purchaser of such Loan) and (b) interest earnings on Permitted Investments or otherwise in any Account.
 &#x201c; Commitment &#x201d;: With respect to each Lender, the commitment of such Lender to make Loan Advances in accordance herewith in an aggregate amount not to exceed (a) prior to the earlier to occur of the Revolving Period End Date or the Termination Date, the Dollar amount set forth opposite such Lender&#x2019;s name on Annex B hereto or the amount set forth as such Lender&#x2019;s &#x201c;Commitment&#x201d; on Schedule I to the Joinder Supplement relating to such Lender, as applicable, as such amounts may be reduced, increased or assigned from time to time pursuant to the provisions of this Agreement, and (b) on or after the earliest to occur of the Revolving Period End Date, the Termination Date or the termination of the Commitment of such Lender, zero.
 &#x201c; Commitment Reduction Fee &#x201d;: With respect to any reduction of the Facility Amount pursuant to Section 2.3(c) , an amount equal to the product of (a) the amount of such reduction multiplied by (b) the applicable Commitment Reduction Percentage.
 &#x201c; Commitment Reduction Percentage &#x201d;: (a) Prior to the first anniversary of the Closing Date, 1.00% and (b) thereafter, zero.

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 &#x201c; Contractual Obligation &#x201d;: With respect to any Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or to which either is subject.
 &#x201c; Corporate Trust Office &#x201d;: The applicable designated corporate trust office of the Collateral Agent specified on Annex A hereto or such other address within the United States as the Collateral Agent may designate from time to time by notice to the Administrative Agent.
 &#x201c; Cov-Lite Loan &#x201d;: A Loan that does not require the applicable Obligor to maintain compliance with at least one of the following financial covenants during any reporting period applicable to such Loan, whether or not any action by, or event relating to, such Obligor has occurred: maximum total leverage, maximum senior leverage, maximum first lien leverage, minimum fixed charge coverage, minimum debt service coverage, minimum EBITDA, or other customary financial covenants.
 &#x201c; Covenant Compliance Period &#x201d;: The period beginning on the Closing Date and ending on the date on which the Commitments have been terminated and the Obligations have been paid in full (other than contingent indemnification and expense reimbursement obligations to the extent no claim giving rise thereto has been asserted).
 &#x201c; Covered Party &#x201d;: Any Secured Party that is one of the following: (i) a &#x201c;covered entity&#x201d; as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a &#x201c;covered bank&#x201d; as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R. §47.3(b); or (iii) a &#x201c;covered FSI&#x201d; as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).
 &#x201c; Currency &#x201d;: Dollars or an Eligible Foreign Currency.
 &#x201c; Custodian &#x201d;: Western Alliance Trust Company, N.A., not in its individual capacity, but solely as Custodian, its successor in interest pursuant to Section 14.3 or such Person as shall have been appointed Custodian pursuant to Section 14.5, acting in the role of Custodian hereunder, including with respect to custody of Required Loan Documents and Loan Files.
 &#x201c; Custodian Termination Notice &#x201d;: The meaning specified in Section 14.5 .
 &#x201c; Custody Facilities &#x201d;: The designated document custody office of the Collateral Agent acting in its role as Custodian, which on the Closing Date is as specified on Annex A hereto immediately below the name of the Custodian or such other address within the United States as the Collateral Agent or the Custodian may designate from time to time by notice to the Administrative Agent, the Borrower and the Collateral Manager.
 &#x201c; Daily Simple RFR Advance &#x201d;: An Advance that bears interest at a rate based on Adjusted Daily Simple RFR.
 &#x201c; Default &#x201d;: Any event that, with the giving of notice or the lapse of time, or both, would become an Event of Default.

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 &#x201c; Default Right &#x201d;: The meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
 &#x201c; Defaulted Loan &#x201d;: Any Loan with respect to which any of the following events have occurred and is continuing with respect to such Loan or the related Obligor (as applicable): (a) a default in respect of any payment of principal, interest or commitment or non-use fees under such Loan (after giving effect to all applicable cure periods, but in no event longer than five (5) Business Days); (b) the occurrence of an Insolvency Event with respect to the related Obligor; (c) any determination by the Collateral Manager or the Administrative Agent that such Loan is on non-accrual status, is written off or is charged off; (d) a default under such Loan (other than a default described in clause (a) above), together with the election by any agent or requisite number of lenders (including the Borrower) required to take any such action to (i) accelerate the Loan or (ii) commence to enforce any of their other rights or remedies pursuant to the applicable Underlying Instruments; (e) any portion of such Loan has been waived or forgiven; or (f) events described in clause (a), (d) or (e) of the definition of &#x201c;Material Modification&#x201d; unless otherwise consented to in writing by the Administrative Agent in its sole discretion.
 &#x201c; Defaulting Lender &#x201d;: Any Lender that (i) has failed to fund any portion of the Advances required to be funded by it hereunder within two (2) Business Days of the date required to be funded by it hereunder, (ii) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless such amount is the subject of a good faith dispute, (iii) has notified the Borrower, the Administrative Agent or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply or has failed to comply with its funding obligations under this Agreement or generally under other agreements in which it commits or is obligated to extend credit, or (iv) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.
 &#x201c; Delayed Draw Loan &#x201d;: A Loan that (i) requires one or more future advances to be made to the Obligor, (ii) specifies a maximum amount that can be borrowed on one or more fixed borrowing dates and (iii) does not permit the re-borrowing of any amount previously repaid by the related Obligor; provided that such loan shall only be considered a Delayed Draw Loan for so long as any future funding obligations remain in effect and only with respect to any portion which constitutes a future funding obligation.
 &#x201c; Deposit Account &#x201d;: The meaning specified in Section 9-102 of the UCC.
 &#x201c; Deposit Placement Program &#x201d;: A network of FDIC-insured depository institutions and/or their affiliates who are FDIC-insured depository institutions (as defined in Section 3 of the Federal Deposit Insurance Act), that have entered into agreements with IntraFi Network LLC and/or its successors or assigns to collect and/or place deposits with the purpose of providing each participating institution&#x2019;s depositors increased access to FDIC deposit insurance.

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 &#x201c; Determination Date &#x201d;: The last calendar day of the month preceding each Payment Date, with the first Determination Date occurring in February 2026.
 &#x201c; Discretionary Sale &#x201d;: The meaning specified in Section 2.14(c) .
 &#x201c; Disruption Event &#x201d;: The occurrence of any of the following: (a) any Lender shall have notified the Administrative Agent of a determination by such Lender that it would be contrary to law or to the directive of any central bank or other Governmental Authority (whether or not having the force of law) to obtain any applicable Currency in the applicable interbank market, to fund any Advance, (b) any Lender shall have notified the Administrative Agent of a determination by such Lender that the rate at which deposits of any applicable Currency offered to such Lender in the applicable interbank market does not accurately reflect the cost to such Lender of making, funding or maintaining any Advance; (c) any Lender shall have notified the Administrative Agent of the inability of such Lender, as applicable, to obtain any applicable Currency in the applicable interbank market to make, fund or maintain any Advance or (d) adequate and reasonable means do not exist for ascertaining the Benchmark for any requested Interest Period, including because the Benchmark applicable to a Currency is not available or published on a current basis.
 &#x201c; Dollar Equivalent &#x201d;: On any date of determination, (1) with respect to any actual currency exchange between Dollars and an Eligible Foreign Currency, the applicable &#x201c;spot&#x201d; currency rate available through the Collateral Agent&#x2019;s (or an Affiliate&#x2019;s thereof) banking facilities (or, if the Collateral Agent has notified the Administrative Agent and the Borrower that it will no longer provide such services, through such other source determined by the Collateral Manager (with the consent of the Administrative Agent)) at the time of such exchange or calculation and (2) with respect to all other purposes, including in connection with reporting and calculations hereunder (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Eligible Foreign Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with the Eligible Foreign Currency last provided (either by publication or otherwise provided to the Collateral Manager) by the applicable Bloomberg source (or such other publicly available source for displaying exchange rates as determined by the Collateral Manager from time to time) on the date that is two (2) Business Days immediately preceding the date of determination (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Collateral Manager using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Collateral Manager using any method of determination it deems appropriate in its sole discretion. Any determination by the Collateral Manager pursuant to clauses (b) or (c) above shall be conclusive absent manifest error.
 &#x201c; Dollars &#x201d;: Means, and the conventional &#x201c;$&#x201d; signifies, the lawful currency of the United States.
 &#x201c; EBITDA &#x201d;: With respect to the last four (4) fiscal quarters with respect to the related Loan:
 (1) the meaning of &#x201c;EBITDA&#x201d;, &#x201c;Adjusted EBITDA&#x201d; or any comparable definition in the Underlying Instruments for each such Loan; and

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 (2) in any case that &#x201c;EBITDA&#x201d;, &#x201c;Adjusted EBITDA&#x201d; or such comparable definition is not defined in such Underlying Instruments, an amount, for the Obligor on such Loan and any parent that is obligated pursuant to the Underlying Instruments for such Loan (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from continuing operations for such period plus (to the extent deducted in determining earnings from continuing operations for such period) (a) interest expense, (b) income taxes, (c) depreciation and amortization, (d) EBITDA related to the periods prior to an add-on acquisition or add-on acquisition under letter of intent for such Obligor, (e) other non-cash charges and organization costs, (f) extraordinary losses in accordance with GAAP, (g) one-time, non-recurring or non-cash charges consistent with the applicable compliance statements and financial reporting packages provided by such Obligor, (h) change in deferred revenue, and (i) any other item the Borrower and the Administrative Agent mutually deem to be appropriate.

 &#x201c; Eligible Currency Accounts &#x201d;: The segregated trust accounts designated for each Eligible Foreign Currency as &#x201c;[CURRENCY] Eligible Currency Account&#x201d; in the name of the Borrower subject to the Lien of the Administrative Agent for the benefit of the Secured Parties, including any sub-account thereof. For the avoidance of doubt, there shall be one Eligible Currency Account (which shall constitute a collective reference in each case to one or more accounts, including a principal collection account, interest collection account and unfunded exposure account, for each Eligible Foreign Currency, and may include any subaccounts as may be necessary or convenient for the administration of this Agreement) for each Eligible Foreign Currency other than Dollars.

 &#x201c; Eligible Foreign Currency &#x201d;: Each Tier 1 Eligible Foreign Currency and Tier 2 Eligible Foreign Currency.

 &#x201c; Eligible Foreign Currency Equivalent &#x201d;: At any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Eligible Foreign Currency as determined by the Collateral Manager in its sole discretion by reference to the applicable Bloomberg page (or such other publicly available service for displaying exchange rates as determined by the Collateral Manager from time to time), to be the exchange rate for the purchase of such Eligible Foreign Currency with Dollars on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided , however, that if no such rate is available, the &#x201c;Eligible Foreign Currency Equivalent&#x201d; shall be determined by the Collateral Manager using any reasonable method of determination it deems appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).

 &#x201c; Eligible Foreign Jurisdiction &#x201d;: Each Tier 1 Eligible Foreign Jurisdiction and Tier 2 Eligible Foreign Jurisdiction.

 &#x201c; Eligible Loan &#x201d;: Each Loan (i) for which the Administrative Agent has received the items set forth in Section 3.2(a) or 3.2(b) , as applicable, and the Custodian has received or will receive the related Required Loan Documents; provided that any Loan for which the Borrower (or the Collateral Manager on its behalf) has failed to deliver the Required Loan Documents described in Section 3.2(h) within the time periods set forth therein, shall cease to be

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 an Eligible Loan; and (ii) that satisfies each of the following eligibility requirements (unless otherwise waived by the Administrative Agent in its sole discretion):

 (p) such Loan is a Broadly Syndicated Loan, First Lien Loan, Qualified First Lien Loan, Unitranche Loan, First Lien Last Out Loan or Second Lien Loan;

 (q) such Loan has a Purchase Price of not less than 85.0%;

 (r) the Obligor with respect to such Loan is an Eligible Obligor;

 (s) such Loan is payable in Dollars or an Eligible Foreign Currency and does not permit the currency in which such Loan is payable to be changed;

 (t) such Loan (1) was originated and underwritten, or purchased and re&#x2011;underwritten, by the Transferor, the Borrower or any of its Affiliates in accordance with the Transferor&#x2019;s investment policy and (2) is fully documented to the satisfaction of the Administrative Agent;

 (u) as of the date such Loan is first included as part of the Collateral, such Loan is not a Defaulted Loan and has not been a Defaulted Loan since its origination date;

 (v) if such Loan is a PIK Loan, such Loan is a Qualified PIK Loan;

 (w) such Loan pays interest in Cash no less frequently than semi-annually;

 (x) such Loan has an original term to maturity that does not exceed seven (7) years;

 (y) the Borrower has good and marketable title to, and is the sole owner of, such Loan, and the Borrower has granted to the Collateral Agent a valid and perfected first priority security interest in the Loan and Underlying Instruments, for the benefit of the Secured Parties;

 (z) such Loan does not constitute a bond, a security, Structured Finance Obligation, Zero Coupon Obligation, Finance Lease or chattel paper;

 (aa) such Loan is not a construction loan or a project finance loan;

 (bb) the primary Underlying Asset for such Loan is not real property;

 (cc) such Loan is not an Equity Security or a component of an Equity Security and no portion thereof (including any conversion option, exchange option, warrant or other component thereof) is exchangeable or convertible into an Equity Security at the option of the Obligor at any time on or after the date it is included as part of the Collateral;

 (dd) such Loan and the Underlying Instruments related thereto, are eligible to be sold, assigned or transferred to the Borrower, the rights to service, administer and enforce the rights and remedies in respect of such Loan under the applicable Underlying

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 Instruments inure to the benefit of the holder of such Loan or its designee (subject to the rights of any applicable agent or Obligor), and neither the sale, transfer or assignment of such Loan to the Borrower, nor the granting of a security interest hereunder to the Administrative Agent, violates, conflicts with or contravenes in any material respect any Applicable Law or any contractual or other restriction, limitation or encumbrance;

 (ee) such Loan is not subject to an offer of exchange, redemption, conversion or tender by its Obligor, or by any other Person, for cash, equity securities or any other type of consideration (other than a notice of prepayment in accordance with the terms of the Underlying Instruments);

 (ff) the Underlying Instruments with respect to such Loan provide that no part of the proceeds of such Loan or any other extension of credit made thereunder will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock;

 (gg) such Loan, and any payment made with respect to such Loan, is not subject to any withholding tax, fee or governmental charge unless (i) the Obligor thereon is required under the terms of the related Underlying Instrument to make &#x201c;gross&#x2011;up&#x201d; payments that cover the full amount of such withholding tax, fee or governmental charge on an after&#x2011;tax basis, or (ii) the amount of any such withholding tax, fee or governmental charge has been disclosed in writing to the Administrative Agent;

 (hh) such Loan is not an interest only security;

 (ii) such Loan is not a letter of credit ( provided this does not exclude Revolving Loans that include a letter of credit sub facility so long as the Borrower is not the issuer of letters of credit thereunder);

 (jj) such Loan provides for a fixed amount of principal payable on scheduled payment dates and/or at maturity and does not by its terms provide for earlier amortization or prepayment, in each case, at a price less than par;

 (kk) the repayment of such Loan is not subject to any material non-credit related risk, (for example, a payment on a Loan of which is expressly contingent upon the occurrence or nonoccurrence of a catastrophe) as determined by the Collateral Manager in accordance with the Collateral Manager Standard;

 (ll) is not an obligation (other than a Revolving Loan or a Delayed Draw Loan) pursuant to which any future advance or funding to the Obligor may be required to be made by the Borrower;

 (mm) the acquisition of such Loan will not cause the Borrower or the pool of Collateral to be required to register as an investment company under the 1940 Act;

 (nn) such Loan is in the form of and is treated by the related Obligor as indebtedness of such Obligor and is not a United States real property interest as defined under Section 897 of the Code;

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 (oo) such Loan is Registered;

 (pp) such Loan and any Underlying Assets (or, with respect to sub clause (ii) , the acquisition thereof) (i) comply in all material respects with all Applicable Laws and (ii) to the knowledge of any Responsible Officer of the Collateral Manager, will not cause any Secured Party (in its commercially reasonable judgment and as evidenced by a written notice from such Secured Party) to fail to comply with any request or directive from any Governmental Authority having jurisdiction over such Secured Party;

 (qq) such Loan is eligible under its Underlying Instruments (giving effect to the provisions of Sections 9&#x2011;406 and 9&#x2011;408 of the UCC) to be sold to the Borrower and to have a security interest therein granted to the Collateral Agent, as agent for the Secured Parties;

 (rr) unless it is a Participation Interest acquired by the Borrower that has been elevated to a full assignment within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after the date such Participation Interest was acquired by the Borrower, such Loan is not a participation interest;

 (ss) all consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority or any other Person required to be obtained, effected or given in connection with the making, acquisition or transfer of such Loan have been duly obtained, effected or given and are in full force and effect;

 (tt) such Loan requires the related Obligor to pay customary maintenance, repair, insurance and taxes, together with all other ancillary costs and expenses, with respect to the related, underlying collateral of such Loan;

 (uu) the Underlying Instruments for such Loan do not contain a confidentiality provision that would prohibit the Administrative Agent or any Secured Party from exercising any of their respective rights hereunder or obtaining all necessary information with regard to such Loan, so long as the Administrative Agent or such Secured Party, as applicable, has agreed to maintain the confidentiality of such information in accordance with the provisions of such Underlying Instruments;

 (vv) such Loan or any related Underlying Instrument has not been found to be illegal or unenforceable by the decision of a court of law or a Governmental Authority in a proceeding brought by the related Obligor, any other party obligated with respect to such Loan, or any Governmental Authority;

 (ww) as of the date such Loan is first included as part of the Collateral, there are no proceedings pending or, to the best of any Responsible Officer of the Borrower&#x2019;s knowledge, threatened in writing wherein the Obligor of such Loan, any other obligated party or any governmental agency has alleged that such Loan or the Underlying Instrument which creates such Loan is illegal or unenforceable;

 (xx) if such Loan is evidenced by a promissory note or other instrument (including an assignment agreement or transfer document), such promissory note or other

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 instrument has been delivered to the Custodian within the time period required by Section 3.2(h) ;

 (yy) if such Loan is acquired by the Borrower from the Transferor, the Transferor has caused its master computer records to be clearly and unambiguously marked to indicate that such Loan has been sold to the Borrower;

 (zz) no selection procedure adverse to the interests of the Secured Parties was utilized by the Transferor, the Collateral Manager or the Borrower in the selection of such Loan for inclusion in the Collateral;

 (aaa) such Loan, together with the Underlying Instruments related thereto, (i) contains provisions substantially to the effect that such Loan and such Underlying Instruments constitute the legal, valid and binding obligation of the related Obligor and each guarantor thereof, enforceable against such Obligor and each such guarantor in accordance with their terms, subject to customary bankruptcy, insolvency and equity limitations, (ii) is not subject to any (A) litigation or dispute or (B) offset, right of rescission, counterclaim or defense to payment, (iii) contains provisions substantially to the effect that the Obligor&#x2019;s and each guarantor&#x2019;s payment obligations thereunder are absolute and unconditional without any right of rescission, setoff, counterclaim or defense for any reason against the Transferor, the Borrower or any assignee of the Borrower and (iv) contain provisions requiring customary covenant compliance and other reporting requirements;

 (bbb) the Underlying Instruments with respect to such Loan contain a requirement that the applicable underlying Obligor deliver (i) quarterly financial statements after the end of each the first three fiscal quarters of each fiscal year of the Obligor (commencing with the first quarter required under the applicable Underlying Instruments, which shall be no greater than the second (2nd) quarter after the initial closing of such Loan), and (ii) audited annual financial statements after the end of each fiscal year of the Obligor;

 (k) at the time of acquisition, if such Loan is a Cov-Lite Loan, the applicable Obligor has EBITDA greater than or equal to $50,000,000 and such Loan is either a Broadly Syndicated Loan, a First Lien Loan or a Unitranche Loan;

 (ccc) at the time of acquisition, if such Loan is a Broadly Syndicated Loan, a First Lien Loan, a Qualified First Lien Loan or a Unitranche Loan, the applicable Obligor has EBITDA greater than or equal to $5,000,000;

 (ddd) at the time of acquisition, if such Loan is a First Lien Last Out Loan or a Second Lien Loan, the applicable Obligor has EBITDA greater than or equal to $20,000,000;

 (eee) at the time of acquisition, such Loan did not bear cash interest at a rate that was less than the Interest Rate applicable at such time (determined, solely for purposes of this clause (qq) using an Applicable Spread of 2.00% at all times);

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 (fff) the Administrative Agent has received the Borrower&#x2019;s internally approved credit/underwriting presentation (unless such credit/underwriting presentation was not prepared or received by the Borrower in connection with an amendment or other modification to a Loan), a copy of the loan agreement, credit agreement, indenture or other principal agreement pursuant to which the Loan has been issued or created with respect to such Loan, the most recent year&#x2019;s audited financial statements with respect to the applicable Obligor (or if audited financial statements are not available, (i) the most recent year&#x2019;s quality of earnings report with respect to such Obligor, or (ii) the pro forma financial statements with respect to such Obligor, if such Obligor is a newly formed Person) and most recent covenant compliance certificate, if any, required to be provided to the Borrower with respect to such Loan.

 &#x201c; Eligible Obligor &#x201d;: On any date of determination, any Obligor (or guarantor, as applicable) that:

 (ggg) is a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization;

 (hhh) is not a Governmental Authority;

 (iii) is not an Affiliate of any Loan Party;

 (jjj) is organized and incorporated and domiciled in the United States or any state thereof or an Eligible Foreign Jurisdiction;

 (kkk) is not the subject of and, to the best of any Responsible Officer of the Borrower&#x2019;s knowledge is not threatened with any proceeding which would result in, an Insolvency Event with respect to such Obligor and, as of the date on which such Loan becomes part of the Collateral, to any Responsible Officer of the Borrower&#x2019;s knowledge, such Obligor has not experienced a material adverse change in its condition, financial or otherwise;

 (lll) does not derive any portion of its business from payday lending, pawn shops, adult entertainment, internet gambling companies, marijuana related businesses, automobile title loans, tax refund anticipation loans, credit repair services, drug paraphernalia, fireworks distributors, tax evasion, assault weapons or firearms manufacturing, businesses engaged in predatory lending practices, strip mining, operation or management of private prisons, online dating or dating applications, unless prior written approval by the Administrative Agent in its sole discretion has been obtained; and

 (mmm) is not (i) a Sanctioned Person; (ii) a country, territory, organization, person or entity named on an Office of Foreign Asset Control (OFAC) list; (iii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a &#x201c;Non&#x2011;Cooperative Jurisdiction&#x201d; by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iv) a &#x201c;Foreign Shell Bank&#x201d; within the meaning of the USA Patriot Act, i.e. , a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and

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 supervision; (v) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA Patriot Act as warranting special measures due to money laundering concerns; or (vi) an Affiliate of any Person meeting any of the criteria set forth in clauses (i) through (v) above.

 &#x201c; Equity Cure Notice &#x201d;: A notice from the Borrower to the Administrative Agent which satisfies each of the following conditions:

 (nnn) such notice is delivered to the Administrative Agent not later than three (3) Business Days after the earlier to occur of (i) the date on which written notice of such Borrowing Base Deficiency shall have been given to the Borrower and (ii) the date on which any Responsible Officer of the Borrower acquires knowledge thereof; and

 (ooo) such notice sets forth evidence that (i) the Fund has made a capital call on its investors in an aggregate amount sufficient to, when combined with any amounts on deposit in the Principal Collection Account and other cash available to be contributed to the Borrower, cure the Borrowing Base Deficiency referenced in clause (a) upon the contribution of the proceeds of such capital call to the Borrower (together with such other amounts) or (ii) the Borrower has made other arrangements acceptable to the Administrative Agent (in its sole discretion) to otherwise cure the Borrowing Base Deficiency referenced in clause (a) within the timeframe specified in Section 9.1(p) .

 &#x201c; Equity Security &#x201d;: (i) Any equity security or any other security that is not eligible for purchase by the Borrower as a Loan, and (ii) any security purchased as part of a &#x201c;unit&#x201d; with a Loan and that itself is not eligible for purchase by the Borrower as a Loan.
 &#x201c; ERISA &#x201d;: The United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated or issued thereunder.
 &#x201c; ERISA Affiliate &#x201d;: (a) Any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower, or (c) for purposes of Section 302 of ERISA and Section 412 of the Code, a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower.
 &#x201c; Erroneous Payment &#x201d;: The meaning specified in Section 11.10(a) .
 &#x201c; Erroneous Payment Deficiency Assignment &#x201d;: The meaning assigned to such term in Section 11.10(d) .
 &#x201c; Erroneous Payment Impacted Class &#x201d;: The meaning assigned to such term in Section 11.10(d) .
 &#x201c; Erroneous Payment Return Deficiency &#x201d;: The meaning assigned to such term in Section 11.10(d) .

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 &#x201c; Erroneous Payment Subrogation Rights &#x201d;: The meaning specified in Section 11.10(d) .
 &#x201c; EUR &#x201d;, &#x201c; Euro &#x201d; and &#x201c; &#x20ac; &#x201d;: The lawful currency of the member state of the European Union in accordance with legislation of the European Union relating to the Economic and Monetary Union.
 &#x201c; Eurocurrency Banking Day &#x201d;: (a) For Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euros, a TARGET Day and (b) for Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to any other applicable Eligible Foreign Currency, any day in which banks are open for foreign currency exchange business in the principal financial center of the country of such Eligible Foreign Currency; provided that for purposes of notice or repayment requirements in Sections 2.2 and 2.3 in each case, such day is also a Business Day.
 &#x201c; Eurocurrency Rate &#x201d;: With respect to any Advances for any Interest Period:
 (a) denominated in Australian Dollars, the greater of (i) the rate per annum equal to the Bank Bill Swap Reference Bid Rate, as administered by ASX Benchmarks Pty Limited (or any other Person that takes over the administration of such rate that is approved by the Administrative Agent) for a period comparable in length to such Interest Period, at approximately 10:30 a.m. (Sydney time) two Eurocurrency Banking Days prior to the commencement of such Interest Period and (ii) the Floor;

 (ppp) denominated in Euros, the greater of (i) the rate per annum equal to the Euro Interbank Offered Rate (&#x201c; EURIBOR &#x201d;) as administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate that is approved by the Administrative Agent) for a period comparable in length to such Interest Period, at approximately 11:00 a.m. (Brussels time) two Eurocurrency Banking Days prior to the commencement of such Interest Period and (ii) the Floor; and

 (qqq) in the case of any other applicable Eligible Foreign Currency, the rate per annum as designated with respect to such Eligible Foreign Currency at the time such Eligible Foreign Currency is approved by the Administrative Agent and the Lenders.

 &#x201c; Eurocurrency Rate Advance &#x201d;: An Advance that bears interest at a rate based on the Adjusted Eurocurrency Rate.
 &#x201c; Eurocurrency Reserve Percentage &#x201d;: For any day during any Interest Period, the reserve percentage in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as &#x201c;Eurocurrency liabilities&#x201d; in Regulation D) or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Advances. The Adjusted Eurocurrency Rate for each outstanding Advance shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.

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 &#x201c; Event of Default &#x201d;: The meaning specified in Section 9.1 .
 &#x201c; Excepted Persons &#x201d;: The meaning specified in Section 12.13(a) .
 &#x201c; Excess Concentration Amount &#x201d;: As of any date of determination (and after giving effect to all Eligible Loans to be purchased or sold by the Borrower on such date), the Dollar Equivalent of the sum of the following amounts (without duplication):
 (b) the excess, if any, of (i) the Adjusted Borrowing Value of those Eligible Loans that are obligations of the Obligor and its respective Affiliates with the largest Obligor Exposure included in the Collateral minus (ii) the greater of (A) $8,700,000 and (B) 10.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (c) the excess, if any, of (i) the Adjusted Borrowing Value of those Eligible Loans that are obligations of the Obligor and its respective Affiliates with the second largest Obligor Exposure included in the Collateral minus (ii) the greater of (A) $6,500,000 and (B) 7.50% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (d) the excess, if any, of (i) the Adjusted Borrowing Value of those Eligible Loans that are obligations of the Obligor and its respective Affiliates with the third largest Obligor Exposure included in the Collateral minus (ii) the greater of (A) $6,500,000 and (B) 7.50% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (e) except with respect to the Loans described in clauses (a) , (b) and (c) above, the excess, if any, of (i) the aggregate Adjusted Borrowing Values of each Eligible Loan of any single Obligor and its Affiliates minus (ii) the greater of (A) $5,000,000 and (B) 5.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (f) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans with Obligors in any single S&P Industry Classification minus (ii) (A) with respect to the S&P Industry Classification representing the highest concentration of the Eligible Loans (determined by reference to Adjusted Borrowing Value), the greater of (1) $17,300,000 and (2) 20.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral; (B) with respect to the S&P Industry Classifications representing the second highest concentration of the Eligible Loans (determined by reference to Adjusted Borrowing Value), the greater of (1) $15,200,000 and (2) 17.5% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral; (C) with respect to the S&P Industry Classifications representing the third highest concentration of the Eligible Loans (determined by reference to Adjusted Borrowing Value), the greater of (1) $13,000,000 and (2) 15.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral; and (D) with respect to the S&P Industry Classifications other than those covered in clauses (A) , (B) and (C) hereof, the greater of (1) $10,800,000 and (2) 12.50% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

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 (g) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans with underlying Obligors with EBITDA less than $15,000,000 minus (ii) the greater of (A) $30,300,000 and (B) 35.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (h) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans with underlying Obligors with EBITDA less than $10,000,000 minus (ii) the greater of (A) $13,000,000 and (B) 15.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (i) the excess, if any, of (i) the aggregate commitments of those Eligible Loans that are Revolving Loans and the unfunded portion of Delayed Draw Loans minus (ii) the greater of (A) $13,000,000 and (B) 15.00% of the aggregate Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (j) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are payable in an Eligible Foreign Currency minus (ii) the greater of (A) $21,700,000 and (B) 25.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (k) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are payable in a Tier 2 Eligible Foreign Currency minus (ii) the greater of (A) $8,700,000 and (B) 10.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (l) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Loans to Obligors domiciled in an Eligible Foreign Jurisdiction minus (ii) the greater of (A) $21,700,000 and (B) 25.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (m) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are payable in a Tier 2 Eligible Foreign Jurisdiction minus (ii) the greater of (A) $8,700,000 and (B) 10.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (n) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans which pay interest in Cash less frequently than quarterly, minus (ii) the greater of (A) $8,700,000 and (B) 10.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (o) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Qualified PIK Loans minus (ii) the greater of (A) $17,300,000 and (B) 20.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (p) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are not Broadly Syndicated Loans, First Lien Loans or Unitranche

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 Loans minus (ii) the greater of (A) $30,300,000 and (B) 35.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (q) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Second Lien Loans minus (ii) the greater of (A) $13,000,000 and (B) 15.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (r) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Qualified First Lien Loans minus (ii) the greater of (A) $21,700,000 and (B) 25.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (s) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans (other than Broadly Syndicated Loans) that are Cov-Lite Loans minus (ii) the greater of (A) $17,300,000 and (B) 20.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

 (t) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that each have a Purchase Price of less than 95% minus (ii) the greater of (A) $8,700,000 and (B) 10.00% of the aggregate Adjusted Borrowing Value of all Eligible Loans in the Collateral; provided that any Eligible Loan with a Purchase Price of less than 95% may be excluded from this clause (s) in the sole discretion of the Administrative Agent;

 (u) the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Fixed Rate Loans minus (ii) the greater of (A) $8,700,000 and (B) 10.00% of the aggregate Adjusted Borrowing Value of all Eligible Loans in the Collateral; and

 (v) the excess, if any of the (i) aggregate Adjusted Borrowing Value of those Eligible Loans that are Participation Interests minus (ii) the greater of (A) $4,300,000 and (B) 5.00%;

 provided that, on and after (a) the nine (9) month anniversary of the Closing Date (other than during the six (6) month period following the closing date of a Permitted Securitization) or (b) the six (6) month anniversary of the closing date of a Permitted Securitization, the Dollar amounts in the foregoing clauses (a) through (u) shall automatically and without any amendment be reduced to $0.
 &#x201c; Exchange Act &#x201d;: The United States Securities Exchange Act of 1…