Barings Private Credit Corp

Current report (Form 8-K) · Jun 5, 2026 · Material agreement · New debt obligation · Financial statements

Company

Documents

Primary topic

Material agreement

Filed

Jun 5, 2026

Filing summary Workforce analysis SEC documents(7)Filing text Exhibits(1)

Type

EX-10.1

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exhibit101loanandsecuritya.htm

Document text
EX-10.1 · exhibit101loanandsecuritya.htm EX-10.1 2 exhibit101loanandsecuritya.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION $500,000,000 LOAN AND SECURITY AGREEMENT by and among BARINGS PRIVATE CREDIT CORPORATION , ( Collateral Manager ) BPC FUNDING 2 LLC , ( Borrower ) BARINGS PRIVATE CREDIT CORPORATION , ( Equityholder ) EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO , ( Lenders ) WELLS FARGO BANK, NATIONAL ASSOCIATION , (Swingline Lender) WELLS FARGO BANK, NATIONAL ASSOCIATION , ( Administrative Agent and Co-Lead Manager ) MUFG BANK, LTD. , ( Co-Lead Manager ) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION , ( Collateral Agent ) and U.S. BANK NATIONAL ASSOCIATION , ( Collateral Custodian ) Dated as of June 3, 2026 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Certain Defined Terms 2 Section 1.2 Other Terms 53 Section 1.3 Computation of Time Periods 53 Section 1.4 Interpretation 53 ARTICLE II THE ADVANCES Section 2.1 The Advances 55 Section 2.2 Procedures for Advances by the Lenders 56 Section 2.3 Reduction of the Facility Amount; Principal Repayments 57 Section 2.4 Determination of Interest 58 Section 2.5 [Reserved] 59 Section 2.6 Borrowing Base Deficiency Cures 59 Section 2.7 Priority of Payments 59 Section 2.8 Alternate Priority of Payments 61 Section 2.9 Collections and Allocations 63 Section 2.10 Payments, Computations, etc 64 Section 2.11 Fees 65 Section 2.12 Increased Costs; Capital Adequacy; Illegality 65 Section 2.13 Taxes 67 Section 2.14 Reinvestments; Discretionary Sales, Substitutions and Optional Sales of Loans 71 Section 2.15 Assignment of the Sale Agreements 75 Section 2.16 Capital Contributions 75 Section 2.17 Defaulting Lenders 75 Section 2.18 Mitigation Obligations; Replacement of Lenders 76 Section 2.19 Effect of Benchmark Transition Event 77 -i- ARTICLE III CONDITIONS TO CLOSING AND ADVANCES Section 3.1 Conditions to Closing 78 Section 3.2 Conditions Precedent to All Advances and Acquisitions of Loans 81 Section 3.3 Custodianship; Transfer of Loans and Permitted Investments 84 ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.1 Representations and Warranties of the Borrower 85 Section 4.2 Representations and Warranties of the Borrower Relating to this Agreement and the Collateral 95 Section 4.3 Representations and Warranties of the Collateral Manager 96 Section 4.4 Representations and Warranties of the Collateral Agent 98 Section 4.5 Representations and Warranties of the Seller and the Equityholder 99 ARTICLE V GENERAL COVENANTS Section 5.1 Affirmative Covenants of the Borrower 100 Section 5.2 Negative Covenants of the Borrower 106 Section 5.3 Affirmative Covenants of the Collateral Manager 108 Section 5.4 Negative Covenants of the Collateral Manager 111 Section 5.5 Affirmative Covenants of the Collateral Agent 112 Section 5.6 Negative Covenants of the Collateral Agent 113 Section 5.7 Covenants of the Equityholder and the Seller 113 ARTICLE VI COLLATERAL ADMINISTRATION Section 6.1 Appointment of the Collateral Manager 114 Section 6.2 Duties of the Collateral Manager 115 Section 6.3 Authorization of the Collateral Manager 121 Section 6.4 Collection of Payments; Accounts 121 Section 6.5 Realization Upon Defaulted Loans 122 Section 6.6 Collateral Manager Compensation 123 -ii- Section 6.7 Expense Reimbursement 123 Section 6.8 Reports; Information 123 Section 6.9 Annual Statement as to Compliance 125 Section 6.10 The Collateral Manager Not to Resign 125 Section 6.11 Collateral Manager Termination Events 125 ARTICLE VII THE COLLATERAL AGENT Section 7.1 Designation of Collateral Agent 126 Section 7.2 Duties of Collateral Agent 126 Section 7.3 Merger or Consolidation 130 Section 7.4 Collateral Agent Compensation 130 Section 7.5 Collateral Agent Removal 130 Section 7.6 Limitation on Liability 131 Section 7.7 Resignation of the Collateral Agent 132 Section 7.8 Release of Documents 133 Section 7.9 Return of Underlying Instruments 133 Section 7.10 Access to Certain Documentation and Information Regarding the Collateral; Audits 134 ARTICLE VIII SECURITY INTEREST Section 8.1 Grant of Security Interest 134 Section 8.2 Release of Lien on Collateral 135 ARTICLE IX EVENTS OF DEFAULT Section 9.1 Events of Default 137 Section 9.2 Remedies 139 Section 9.3 Collateral Agent Shall Enforce Claims 141 Section 9.4 Application of Cash Collected 141 Section 9.5 Rights of Action 141 Section 9.6 Unconditional Rights of Lenders to Receive Principal and Interest 141 Section 9.7 Restoration of Rights and Remedies 142 Section 9.8 Rights and Remedies Cumulative 142 -iii- Section 9.9 Delay or Omission Not Waiver 142 Section 9.10 Waiver of Stay or Extension Laws 142 Section 9.11 Power of Attorney 142 ARTICLE X INDEMNIFICATION Section 10.1 Indemnities by the Borrower 143 Section 10.2 Indemnities by the Collateral Manager 144 Section 10.3 After Tax Basis 145 ARTICLE XI THE ADMINISTRATIVE AGENT Section 11.1 Appointment 145 Section 11.2 Standard of Care 146 Section 11.3 Administrative Agent’s Reliance, etc 146 Section 11.4 Credit Decision with Respect to the Administrative Agent 147 Section 11.5 Indemnification of the Administrative Agent 147 Section 11.6 Successor Administrative Agent 147 Section 11.7 Payments by the Administrative Agent 148 Section 11.8 Erroneous Payments 148 ARTICLE XII MISCELLANEOUS Section 12.1 Amendments and Waivers 150 Section 12.2 Notices, etc 152 Section 12.3 Ratable Payments 152 Section 12.4 No Waiver; Remedies 152 Section 12.5 Binding Effect; Benefit of Agreement 153 Section 12.6 Term of this Agreement 153 Section 12.7 Governing Law 153 Section 12.8 Consent to Jurisdiction; Waivers 153 Section 12.9 Costs and Expenses 154 Section 12.10 No Proceedings 154 Section 12.11 Recourse Against Certain Parties 155 -iv- Section 12.12 Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances 156 Section 12.13 Confidentiality 157 Section 12.14 Execution in Counterparts; Severability; Integration 158 Section 12.15 Waiver of Setoff 159 Section 12.16 Assignments by the Lenders 159 Section 12.17 Heading and Exhibits 161 Section 12.18 Recognition of the U.S. Special Resolution Regimes 161 Section 12.19 Intent of the Parties 161 -v- 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 Approval Notice EXHIBIT B Form of Officer’s Certificate as to Solvency EXHIBIT C Form of Officer’s Closing Certificate EXHIBIT D Form of Release of Underlying Instruments EXHIBIT E Form of Assignment of Underlying Instruments EXHIBIT F Form of Joinder Supplement EXHIBIT G Form of Section 2.13 Certificate EXHIBIT H [Reserved] EXHIBIT I Form of Loan Checklist SCHEDULES SCHEDULE I Legal Names SCHEDULE II Loan Schedule SCHEDULE III Agreed-Upon Procedures SCHEDULE IV Specified Participation Interests SCHEDULE V Industry Classification Group List ANNEXES ANNEX A Addresses for Notices ANNEX B Commitments ANNEX C Variable Defined Terms -vi- 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 June 3, 2026, by and among: (1) BARINGS PRIVATE CREDIT CORPORATION , a Maryland corporation, as Collateral Manager (the “ Collateral Manager ”); (2) BPC FUNDING 2 LLC , a Delaware limited liability company, as borrower (the “ Borrower ”); (3) BARINGS PRIVATE CREDIT CORPORATION , a Maryland corporation, as equityholder (the “ Equityholder ”); (4) EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO (together with its respective successors and assigns in such capacity, each a “ Lender ” and, collectively, the “ Lenders ”); (5) WELLS FARGO BANK, NATIONAL ASSOCIATION , as the swingline lender (together with its successors and assigns in such capacity, the “ Swingline Lender ”); (6) WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ Wells Fargo ”), as the administrative agent hereunder (together with its successors and assigns in such capacity, the “ Administrative Agent ”) and as Co-Lead Manager; (7) MUFG BANK, LTD. , as Co-Lead Manager; (8) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION , not in its individual capacity but as the collateral agent (together with its successors and assigns in such capacity, the “ Collateral Agent ”); and (9) U.S. BANK NATIONAL ASSOCIATION , not in its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “ Collateral Custodian ”). RECITALS WHEREAS , the Borrower has requested that the Lenders extend credit hereunder by providing Commitments and making Advances (each as defined below) from time to time prior to the Reinvestment Period End Date (as defined below) 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 (as defined below); -1- WHEREAS , the Borrower and the Lenders have requested that U.S. Bank Trust Company, National Association act as the Collateral Agent and that U.S. Bank National Association act as the Collateral Custodian hereunder, with all covenants and agreements made by the Borrower herein being for the benefit and security of the Secured Parties, and the Collateral Agent and the Collateral Custodian accept such appointments and agree to perform the duties and obligations of the Collateral Agent and the Collateral Custodian, respectively, pursuant to the terms hereof; 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: 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. “ Account ”: Any of the Australian Dollar Account, the Canadian Dollar Account, the Collateral Account, the Euro Account, the GBP Account, the Principal Collection Account, the Interest Collection Account, the Unfunded Exposure Account and any sub-accounts thereof deemed appropriate or necessary by the Collateral Agent or Securities Intermediary for convenience in administering such accounts. “ Accreted Interest ”: Interest accrued on a Loan that is added to the principal amount of such Loan instead of being paid as it accrues. “ Accrual Period ”: With respect to (a) the first Payment Date, the period from and including the Closing Date to and including the Determination Date immediately preceding the first Payment Date, and (b) any subsequent Payment Date, the period from but excluding the Determination Date preceding the previous Payment Date to and including the Determination Date preceding the current Payment Date (or, in the case of the final Accrual Period, to and including the Collection Date). -2- “ Adjusted Borrowing Value ”: For any Eligible Loan, on any date of determination, an amount equal to (i) the Assigned Value for such Eligible Loan on such date multiplied by (ii)(x) the Outstanding Balance of such Loan minus (y) the Excess Concentration Amount of such Loan; provided that, the parties hereby agree that the Adjusted Borrowing Value of any Loan that is no longer an Eligible Loan shall be zero. “ Administrative Agent ”: Wells Fargo, in its capacity as administrative agent, together with its successors and assigns, including any successor appointed pursuant to Section 11.6 . “ Administrative Expenses ”: All fees, expenses and indemnification payments (other than such amounts specified in Section 2.7(a)(1) , (a)(2) , (a)(3) , (a)(5) and (a)(8)(A) , Section 2.7(b)(1) , (b)(2) , (b)(3) , (b)(5)(i) and (b)(6) and Section 2.8(1) , (2) , (3) , (5) and (6)(ii) ) due or accrued and payable by the Borrower to any Person pursuant to any provision of any Transaction Document. “ Advance ”: Without duplication, each funding by the Lenders (including the Swingline Lender) hereunder (including each Advance and each Swingline Advance made pursuant to a Funding Notice and each advance made for the purpose of refunding the Swingline Lender for any Swingline Advance made pursuant to Section 2.21(a) ). “ Advance Date ”: With respect to any Advance, the date on which such Advance is made. “ Advances Outstanding ”: On any date of determination, 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; provided that, in each case, other than as explicitly set forth herein, if such Advances and repayments are denominated in an Alternative Currency, Advances Outstanding shall be measured in respect of the equivalent in Dollars of such amounts, determined by the Administrative Agent using the Spot Rate. “ Advisers Act ”: The United States Investment Advisers Act of 1940, as amended. “ Affected Party ”: The Administrative Agent, the Lenders, and each of their respective permitted assigns. “ 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 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 20.0% or more of the voting securities of such Person or to direct or cause the direction of -3- the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. “ Agented Loan ”: Any Loan which is agented by a Person (other than the Borrower) on behalf of each lender that is at any time party to the related Underlying Instruments. “ Aggregate Borrowing Base ”: As of any Measurement Date, an amount equal to the least of: (a) the sum of (i) the sum of the products, for each Eligible Loan (converted into Dollars using the Applicable Exchange Rate, if applicable) as of such date, of (A) the Applicable Percentage for each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date, plus (ii) the amount on deposit in the Principal Collection Account and the Principal Collections on deposit in the Australian Dollar Account, the Canadian Dollar Account, the Euro Account and the GBP Account (converted into Dollars using the Applicable Exchange Rate, if applicable) as of such date, minus (iii) the Unfunded Exposure Required Amount Shortfall (converted into Dollars using the Applicable Exchange Rate, if applicable); (b) (i) the aggregate Adjusted Borrowing Value of all Eligible Loans (converted into Dollars using the Applicable Exchange Rate, if applicable) as of such date minus (ii) the Minimum Equity Amount plus (iii) the amount on deposit in the Principal Collection Account and the Principal Collections on deposit in the Australian Dollar Account, the Canadian Dollar Account, the Euro Account and the GBP Account (converted into Dollars using the Applicable Exchange Rate, if applicable) as of such date, minus (iv) the Unfunded Exposure Required Amount Shortfall (converted into Dollars using the Applicable Exchange Rate, if applicable); and (c) (i) the Facility Amount, minus (ii) the greater of (x) zero and (y) the Unfunded Exposure Amount (converted into Dollars using the Applicable Exchange Rate, if applicable). “ Agreement ”: The meaning specified in the Preamble. “ Alternative Currency ”: Each Available Currency other than Dollars. “ Alternative Currency Equivalent ”: Subject to Section 2.5, for any amount, at the time of determination thereof, with respect to any amount expressed in Dollars, the equivalent of such amount thereof in the applicable Alternative Currency as determined by the Administrative Agent in its sole discretion by reference to the most recent Spot Rate (as determined as of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars. “ Anti-Corruption Laws ”: (a) The U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which the Borrower, the -4- Collateral Manager, the Seller, the Equityholder or any of their respective Subsidiaries or Related Parties is located or doing business. “ Anti-Money Laundering Laws ”: Applicable laws or regulations in any jurisdiction in which the Borrower, the Collateral Manager, the Seller, the Equityholder or any of their respective Subsidiaries or Related Parties are located or doing business 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 Exchange Rate ”: With respect to any Available Currency on any date of determination (x) for an actual currency exchange, the applicable currency-applicable currency spot rate obtained by the Collateral Agent through its FX desk at the time of such exchange, obtained upon the written direction of the Collateral Manager or (y) for all other purposes, the applicable currency-Dollar spot rate obtained by the Collateral Manager through customary banking channels on such date. “ Applicable Law ”: For any Person or property of such Person, all existing and future laws, rules, regulations (including temporary and final income tax regulations and FATCA), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority which are applicable to such Person or property (including, without limitation, predatory lending laws, usury laws, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Federal Truth in Lending Act, and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System), 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 Percentage ”: (a) In the case of a Middle Market Loan, 67.5%, (b) in the case of a First Lien Last-Out Loan, 45.0% and (c) in the case of a Second Lien Loan, 35.0%. “ Applicable Prime Rate ”: With respect to any Loan, the prime or base rate applicable to such Loan pursuant to the Underlying Instruments for such Loan. “ Applicable Reference Rate ”: (a) With respect to any Advances denominated in Dollars, Daily Simple SOFR, (b) with respect to any Advances denominated in Canadian Dollars, Term CORRA for the applicable Interest Period, (c) with respect to any Advances denominated in GBP, Daily Simple SONIA or (d) with respect to any Advances denominated in Euros or Australian Dollars, the applicable Eurocurrency Rate for the applicable Interest Period. “ Applicable Spread ”: 2.15% per annum ; provided that, upon the occurrence and during the existence of an Event of Default under Section 9.1(a)(ii) , 9.1(a)(iii) or 9.1(d) , or upon the occurrence and during the existence of any other Event of Default and at the request of the Administrative Agent, the Applicable Spread will increase by 2.00% per annum . “ Approval Notice ”: An approval notice substantially in the form of Exhibit A-5 hereto. -5- “ Approved Jurisdictions ”: Australia, Austria, Belgium, Bermuda, Canada, the Cayman Islands, Denmark, Finland, France, Germany, Guernsey, Jersey, Norway, Republic of Ireland, Luxembourg, The Netherlands, New Zealand, Sweden, Switzerland, the United Kingdom, the United States and any other country added with the prior written consent of the Administrative Agent in its sole discretion. “ Approved Prospective Lender ”: Any Person to whom an assignment can be made in accordance with Section 12.16 that (a) does not require the Borrower’s consent in accordance with Section 12.16 or (b) has received the consent of the Borrower in accordance with Section 12.16 . “ Assigned Value ”: With respect to each Loan, as of any date of determination, the lower of (i) the Purchase Price of such Loan and (ii) the value of such Loan (expressed as a percentage of par) as determined by the Administrative Agent in its sole discretion as of the related Cut-Off Date, in each case as indicated in the Approval Notice for the relevant Loan (the “ Initial Assigned Value ”), subject to the following terms: (a) If an Assigned Value Adjustment Event with respect to such Loan occurs, the “Assigned Value” may be amended at any time thereafter by the Administrative Agent, in its sole discretion (but subject to the following clauses). (b) Solely with respect to the occurrence of an Assigned Value Adjustment Event of the type described in clause (g) of the definition thereof, immediately after giving effect to any such reevaluation, the Assigned Value shall not be lower than the lower of (x) the Initial Assigned Value and (y) such value that would result in the Facility Attachment Ratio for such Loan (based upon such Loan’s Net Senior Leverage Ratio or Net Total Leverage Ratio, as applicable) being lower than the “Minimum Facility Attachment Ratio” specified therefore in accordance with the grid below: -6- Middle Market Loans Net Senior Leverage Ratio Minimum Facility Attachment Ratio Less than 4.25x 2.90x Greater than or equal to 4.25x and less than 5.00x 2.80x Greater than or equal to 5.00x and less than 6.00x 2.70x Greater than or equal to 6.00x and less than 7.00x 2.60x Greater than or equal to 7.00x and less than 8.00x 2.40x Greater than or equal to 8.00x 0.00x First Lien Last-Out Loans Net Senior Leverage Ratio Minimum Facility Attachment Ratio Less than 5.00x Facility Attachment Ratio as of the Cut-Off Date Greater than or equal to 5.00x and less than 6.00x Facility Attachment Ratio as of the Cut-Off Date less 0.25x Greater than or equal to 6.00x and less than 7.00x Facility Attachment Ratio as of the Cut-Off Date less 0.50x Greater than or equal to 7.00x 0.00x Second Lien Loans Net Total Leverage Ratio Minimum Facility Attachment Ratio Less than 5.00x Facility Attachment Ratio as of the Cut-Off Date Greater than or equal to 5.00x and less than 6.00x Facility Attachment Ratio as of the Cut-Off Date less 0.25x Greater than or equal to 6.00x and less than 7.00x Facility Attachment Ratio as of the Cut-Off Date less 0.50x Greater than or equal to 7.00x 0.00x Designated Loans Net Total Leverage Ratio Minimum Facility Attachment Ratio Less than 6.00x Lesser of (x) the Facility Attachment Ratio as of the Cut-Off Date and (y) 2.00x Greater than or equal to 6.00x 0.00x (c) At the time of approval of each Loan, the Administrative Agent in its sole discretion shall designate any applicable Loan as a “Designated Loan” for purposes of determining the Assigned Value of such Loan in reference to the Minimum Facility Attachment Ratios set forth in this definition of “Assigned Value”. -7- (d) After the occurrence or during an ongoing Assigned Value Adjustment Event, the Borrower may request, or the Administrative Agent may apply absent a Borrower request, an increase to the Assigned Value, up to the Initial Assigned Value. (e) At any time, the Borrower may request a revaluation of any Eligible Loan with an Assigned Value less than 100% (whether or not an Assigned Value Adjustment Event has occurred and is continuing with respect to such Eligible Loan) and the Administrative Agent may adjust the applicable Assigned Value to the least of (i) its discretionary Assigned Value (not to be less than the existing Assigned Value) and (ii) 100%; provided that, any such increase in the applicable Assigned Value may be conditioned on a reset of the Cash Interest Coverage Ratio and/or the Net Senior Leverage Ratio or Net Total Leverage Ratio, as applicable, as of such date for the related Eligible Loan. “ Assigned Value Adjustment Event ”: With respect to any Eligible Loan, each occurrence of any one or more of the following events after the related Cut-Off Date: (a) an Obligor payment default in the payment of principal or interest under such Loan (after giving effect to any applicable grace or cure periods, but in any case, not to exceed five (5) Business Days); (b) the occurrence of an Insolvency Event with respect to the related Obligor; (c) (x) the Collateral Manager determines in accordance with the Collateral Manager Standard that such Eligible Loan is on non-accrual status or not collectable or (y) any or all of the principal amount due under such Eligible Loan is reduced or forgiven; (d) the failure to deliver a “loan level” financial reporting package to the Administrative Agent no later than sixty (60) days after the end of each fiscal quarter (other than the fiscal quarter coinciding with the fiscal year end) and one hundred fifty (150) days after the end of each fiscal year; provided that an Assigned Value Adjustment Event arising pursuant to this clause (d) shall be deemed cured upon the subsequent delivery of the applicable financial statement reporting package so long as such reporting package (which may be included in other financial information) does not contain financial information that would be material and adverse to the value of the applicable Loan; (e) an Obligor default under such Loan, together with the election by any agent or lender (including, without limitation, the Borrower) to accelerate such Loan or to enforce any of their respective rights or remedies under the applicable UCC or by other institution of legal or equitable proceedings, in each case pursuant to the applicable underlying instruments; (f) the Cash Interest Coverage Ratio for any Relevant Test Period of the related Obligor with respect to such Loan is both (i) less than 1.50x and (ii) 85.0% or less -8- of the Original Cash Interest Coverage Ratio with respect to such Loan as calculated on the applicable Cut-Off Date; provided that in connection with any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent may retroactively adjust the Cash Interest Coverage Ratio for any Loan as determined on the related Cut-Off Date; (g) the Net Senior Leverage Ratio (or, with respect to any Second Lien Loan or Designated Loan, the Net Total Leverage Ratio) for any Relevant Test Period of the related Obligor with respect to such Loan is both (i) greater than 3.50x and (ii) greater than 0.75x higher than such ratio as calculated on the related Cut-Off Date; provided that in connection with any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent may retroactively adjust the Net Senior Leverage Ratio or the Net Total Leverage Ratio for any Loan as determined on the related Cut-Off Date; (h) the “fair market value” for such Loan (as reported in the Equityholder’s most recent quarterly financial statements) is less than 90.0%; and (i) the occurrence of a Material Modification with respect to such Loan that is not approved in writing by the Administrative Agent in its sole discretion. For the avoidance of doubt, an Eligible Loan shall not cease to be an Eligible Loan solely as a result of a change in Assigned Value pursuant to an Assigned Value Adjustment Event, but shall remain an Eligible Loan at the new Assigned Value. “ Australian Dollar Account ”: Collectively, each Securities Account and any sub-accounts created and maintained on the books and records of the Securities Intermediary for the deposit of Australian Dollars in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of the Secured Parties. “ Australian Dollar Borrowing Base ”: As of any Measurement Date, an amount equal to the aggregate sum of (i) the sum of the products, for each Eligible Loan denominated in Australian Dollars as of such date, of (A) the Applicable Percentage for each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date, plus (ii) the amount of Australian Dollars that are Principal Collections on deposit in the Australian Dollar Account as of such date, minus (iii) the Unfunded Exposure Required Amount with respect to Eligible Loans denominated in Australian Dollars, plus (iv) the amount of Australian Dollars that are Unfunded Exposure Collections on deposit in the Australian Dollar Account. “ Australian Dollars ”: The lawful currency of Australia. “ Available Currency ”: Dollars, Australian Dollars, Canadian Dollars, Euros and GBP. -9- “ Available Funds ”: With respect to any Payment Date, all amounts on deposit in the Collection Account (including, without limitation, any Collections) as of the last day of the related Accrual Period, other than (a) Excluded Amounts and (b) to the extent such amounts are not required to pay amounts specified in Section 2.7(a)(1) through (6) (or their equivalent Sections in 2.7(b) and 2.8), amounts designated for the purchase of Eligible Loans pursuant to Section 2.14 for which the settlement date has not occurred. “ Available Tenor ”: As of any date of determination and with respect to any then-current Benchmark for any Available 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 “Interest Period” pursuant to Section 2.19(d) . “ Bankruptcy Code ”: The United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq. ), as amended from time to time. “ Base Rate ”: For any day, the rate per annum (rounded upward, if necessary, to the next 1/100 of 1%) equal to the greatest of (a) the Floor, (b) the Federal Funds Rate in effect on such day plus ½ of 1% and (c) the Prime Rate in effect on such day. “ BBSY ”: The meaning specified in the definition of “Eurocurrency Rate”. “ Benchmark ”: Initially, with respect to an Available Currency, the Applicable Reference Rate; provided that if a Benchmark Transition Event with respect to such Applicable Reference Rate has occurred, then “Benchmark” means, with respect to the Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, such Available Currency, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.19 . “ Benchmark Replacement ”: With respect to any Benchmark Transition Event for any then-current Benchmark applicable to an Available Currency, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark, giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for syndicated credit facilities denominated in the applicable Available Currency at such time and (b) the related Benchmark Replacement Adjustment, if any; 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 purposes of this Agreement and the other Transaction Documents. “ Benchmark Replacement Adjustment ”: With respect to any replacement of any then-current Benchmark applicable to an Available Currency with an 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 -10- Administrative Agent and the Borrower 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 Available Currency at such time. “ Benchmark Replacement Date ”: The earlier to occur of the following events with respect to the then-current Benchmark for any Available Currency: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) 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 such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” 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) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) 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, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred 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). “ Benchmark Transition Event ”: With respect to the then-current Benchmark for any Available Currency, the occurrence of one or more of the following events with respect to such Benchmark: (a) 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 -11- such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); (b) 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 Federal Reserve Board, the Federal Reserve Bank of New York, the central bank for the Available 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 (c) 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 not, or as of a specified future date will not be, representative. For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” 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). “ Benchmark Transition Start Date ”: Following the occurrence of a Benchmark Transition Event with respect to any then-current Benchmark for any Available Currency, the earlier of (a) the applicable Benchmark Replacement Date and (b) 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). “ Benchmark Unavailability Period ”: With respect to any then-current Benchmark for any Available Currency, the period (if any) (x) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark 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 2.19(a) 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 2.19(a) . -12- “ Beneficial Ownership Certification ”: 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. “ Beneficial Ownership Regulation ”: 31 C.F.R. § 1010.230. “ BHC Act Affiliate ”: The meaning assigned to the term “affiliate” in, and interpreted in accordance with, 12 U.S.C. § 1841(k). “ Borrower ”: The meaning specified in the Preamble. “ Borrower’s Notice ”: Any (a) Funding Notice or (b) Reinvestment Notice. “ Borrowing Base Certificate ”: A certificate setting forth the calculation of each Borrowing Base as of each Measurement Date, in the form of Exhibit A-4 , prepared by the Collateral Manager. “ Borrowing Base Deficiency ”: A condition occurring on any Measurement Date on which the Advances Outstanding exceed the Aggregate Borrowing Base. “ Borrowing Base Deficiency (Currency) ”: With respect to the Borrowing Base denominated in any Available Currency, a condition occurring on any Measurement Date on which, (a) as to the Canadian Dollar Borrowing Base, the Advances Outstanding in Canadian Dollars exceed the Canadian Dollar Borrowing Base, (b) as to the Dollar Borrowing Base, the Advances Outstanding in Dollars exceed the Dollar Borrowing Base, (c) as to the Euro Borrowing Base, the Advances Outstanding in Euros exceed the Euro Borrowing Base, (d) as to the GBP Borrowing Base, the Advances Outstanding in GBP exceed the GBP Borrowing Base or (e) as to the Australian Dollar Borrowing Base, the Advances Outstanding in Australian Dollars exceed the Australian Dollar Borrowing Base. “ Borrowing Bases ”: Collectively, the Aggregate Borrowing Base, the Australian Dollar Borrowing Base, the Canadian Dollar Borrowing Base, the Dollar Borrowing Base, the Euro Borrowing Base and the GBP Borrowing Base. “ Breakage Costs ”: With respect to any Lender, any amount or amounts as shall compensate such Lender for any loss, cost or expense incurred by such Lender (as determined by the applicable Lender in such Lender’s sole discretion) as a result of a prepayment by the Borrower of Advances Outstanding or Interest or the recission of a Repayment Notice in accordance with Section 2.3 . 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 delivered by the Administrative Agent to the Borrower pursuant to a written notice setting forth in reasonable detail the basis for and the computations of such loss, cost or expense, shall be in form satisfactory to the Administrative Agent and shall be conclusive absent manifest error. For the -13- avoidance of doubt, no Breakage Costs shall be due in connection with a prepayment or repayment by the Borrower of any Daily Simple RFR Advance or Swingline Advance. “ Business Day ”: Any day (other than a Saturday or a Sunday) on which banks are not required or authorized to be closed in New York, New York; Charlotte, North Carolina; or the United States location of the Collateral Agent’s or the Collateral Custodian’s Corporate Trust Office; provided that, if any determination of a Business Day shall relate to an Advance bearing interest at (w), Daily Simple SOFR, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day, (x) Term CORRA, the term “Business Day” shall also exclude any day that is not a CORRA Business Day, (y) Daily Simple SONIA, the term “Business Day” shall also exclude any day that is not a SONIA Business Day and (z) a Eurocurrency Rate, the term “Business Day” shall also exclude any day that is not a Eurocurrency Business Day. For avoidance of doubt, if the offices of the Collateral Agent are authorized by applicable law, regulation or executive order to close on any day but such offices remain open on such day, such day shall not be a “Business Day.” “ Canadian Dollar Account ”: Collectively, each Securities Account and any sub-accounts created and maintained on the books and records of the Securities Intermediary for the deposit of Canadian Dollars in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of the Secured Parties. “ Canadian Dollar Borrowing Base ”: As of any Measurement Date, an amount equal to the aggregate sum of (i) the sum of the products, for each Eligible Loan denominated in Canadian Dollars as of such date, of (A) the Applicable Percentage for each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date, plus (ii) the amount of Canadian Dollars that are Principal Collections on deposit in the Canadian Dollar Account as of such date, minus (iii) the Unfunded Exposure Required Amount with respect to Eligible Loans denominated in Canadian Dollars, plus (iv) the amount of Canadian Dollars that are Unfunded Exposure Collections on deposit in the Canadian Dollar Account. “ Canadian Dollars ”: The lawful currency for the time being of Canada. “ Capital Stock ”: Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, partnership, statutory trust or a limited liability company, 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. “ Cash Interest Coverage Ratio ”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Cash Interest Coverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Cash Interest Coverage Ratio” or comparable definition, the ratio of (i) EBITDA to (ii) Cash Interest Expense of such Obligor as of such Relevant Test Period, as calculated by the Collateral Manager (on behalf of the Borrower) in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per -14- the requirements of the applicable Underlying Instruments; provided that the Cash Interest Coverage Ratio for any Loan as of the Cut-Off Date may be calculated on a pro forma basis by the Collateral Manager in good faith and in accordance with the Collateral Manager Standard. “ Cash Interest Expense ”: With respect to any Obligor for any period, the amount which, in conformity with GAAP, would be set forth opposite the caption “interest expense” (exclusive of any Accreted Interest that, according to the term of the Underlying Instruments, can never be converted to cash interest that is due and payable prior to maturity) or any like caption reflected on the most recent financial statements delivered by such Obligor to the Borrower for such period. “ Certificated Security ”: The meaning specified in Section 8-102(a)(4) of the UCC. “ Change of Control ”: The occurrence of any of the following events with respect to the Borrower, the Equityholder or the Collateral Manager, as applicable: (a) with respect to the Borrower, the Equityholder ceases to own, of record, beneficially and directly, 100% of the Capital Stock of the Borrower or (b) with respect to the Equityholder or the Collateral Manager, Barings LLC or a Qualified Affiliate thereof ceases to be the investment adviser to, and otherwise control the investment management and investment policies of, the Equityholder or the Collateral Manager. For purposes of this definition, “control,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, actions or policies of a Person, whether through voting rights, ownership rights, by contract or otherwise. “ Clearing Agency ”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. “ Clearing Corporation ”: The meaning specified in Section 8-102(a)(5) of the UCC. “ Closing Date ”: June 3, 2026. “ Co-Lead Manager ”: Each of Wells Fargo and MUFG Bank, Ltd. “ Code ”: The Internal Revenue Code of 1986, as amended from time to time. “ Collateral ”: All of the Borrower’s right, title and interest in, to and under (in each case, whether now owned or existing, or hereafter acquired or arising) all “Accounts” (as defined in the UCC), General Intangibles, Instruments and Investment Property and: (a) all Loans, Permitted Investments and Equity Securities, all payments thereon or with respect thereto and all contracts to purchase, commitment letters, confirmations and due bills relating to any Loans, Permitted Investments or Equity Securities; (b) the Accounts and all cash and Financial Assets credited thereto and all income from the investment of funds therein; -15- (c) all Transaction Documents; (d) all funds held in the Collateral Accounts (other than Excluded Amounts); (e) all accounts, accessions, profits, income benefits, proceeds, substitutions and replacements, whether voluntary or involuntary, of and to any of the property of the Borrower described in the preceding clauses; and (f) any and all other property of any type or nature owned by it; provided , that the “Collateral” shall not include amounts paid to (or on behalf of) the Borrower pursuant to Section 2.7(a)(10) , Section 2.7(b)(11) or Section 2.8(11) or any account or accounts owned by the Borrower used solely for the purpose of holding such amounts or (B) any assets received by way of workouts and restructurings on assets owned by the Borrower that would otherwise be included as Collateral but for the express terms of (x) any contractual obligations applicable to such asset or property or (y) Applicable Law (other than to the extent that any such term would be rendered ineffective pursuant to Applicable Law) that, in each case, prohibits the grant to the Collateral Agent, for the benefit of the Secured Parties, of a security interest in and to such asset or property; provided , further that the Borrower shall use commercially reasonable efforts to sell, transfer or dispose of any such assets excluded from Collateral pursuant to this clause (B) and the proceeds of any such sale, transfer or disposition shall be deposited into the applicable Collection Account as “Collateral”. “ Collateral Account ”: Collectively, each Securities Account and any sub-accounts created and maintained on the books and records of the Securities Intermediary entitled “Collateral Account” in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of the Secured Parties. “ Collateral Agent ”: U.S. Bank Trust Company, National Association, 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 . “ Collateral Agent Fee ”: The fees, expenses and indemnities payable to the Collateral Agent and Securities Intermediary (including legal fees and expenses) set forth as such in the Collateral Agent Fee Letter and as provided for in this Agreement or any other Transaction Document. “ Collateral Agent Fee Letter ”: The fee schedule as acknowledged by the Borrower as it pertains to the Collateral Agent Fee and the Collateral Custodian Fee. “ Collateral Agent Termination Notice ”: The meaning specified in Section 7.5 . “ Collateral Custodian ”: U.S. Bank National Association, not in its individual capacity, but solely as Collateral Custodian, its successor in interest pursuant to Section 13.3 or such Person as shall have been appointed Collateral Custodian pursuant to Section 13.5 . -16- “ Collateral Custodian Corporate Trust Office ”: The applicable designated corporate trust office of the Collateral Custodian specified on Annex A hereto, or such other address within the United States as the Collateral Custodian may designate from time to time by at least thirty (30) days prior written notice to the Administrative Agent. “ Collateral Custodian Fee ”: The fees, expenses and indemnities owing to the Collateral Custodian (including legal fees and expenses) set forth as such in the Collateral Custodian Fee Letter and as provided for in this Agreement or any other Transaction Document. “ Collateral Custodian Fee Letter ”: The Collateral Agent Fee Letter. “ Collateral Custodian Termination Notice ”: The meaning specified in Section 13.5 . “ Collateral Management Fee ”: The fee payable to the Collateral Manager on each Payment Date in arrears in respect of each Accrual Period pursuant to Sections 2.7(a)(2) and (b)(2) or Section 2.8(2) , as applicable, which fee shall be equal to the product of (a) the average of the sum of the Adjusted Borrowing Value of each Loan as of (x) the first day of such Accrual Period and as of (y) the last day of such Accrual Period multiplied by (b) a rate equal to 0.50% per annum . “ Collateral Manager ”: The meaning specified in the Preamble. “ Collateral Manager Standard ”: The meaning specified in Section 6.2(e) . “ Collateral Manager Termination Event ”: The occurrence of any one of the following: (a) any failure by the Collateral Manager to deposit (or caused to be deposited) into the Collection Account any Collections received by it in accordance with Section 2.9(a) and the same continues unremedied for three (3) Business Days (or, to the extent such failure is due to an administrative error by the Collateral Agent, for five (5) Business Days following the earlier of (i) the date on which written notice of such error shall have been given to the Collateral Manager and (ii) the date on which a Responsible Officer of the Collateral Manager acquires actual knowledge thereof); (b) any failure on the part of the Collateral Manager to duly observe or perform (in accordance with the Collateral Manager Standard) in any material respect (or, if qualified by materiality or Material Adverse Effect or any similar term, in any respect) the covenants or agreements of the Collateral Manager set forth in any Transaction Document to which the Collateral Manager is a party which failure continues unremedied (if such failure can be remedied) for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure shall have been delivered to the Collateral Manager by any Lender or the Borrower, and (ii) the date on which a Responsible Officer of the Collateral Manager acquires knowledge thereof; -17- (c) an Insolvency Event shall occur with respect to the Collateral Manager; (d) with respect to the Collateral Manager, either (i) the occurrence of a Change of Control or (ii) the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets of the Collateral Manager or a change of control of the Collateral Manager that is deemed to be an assignment within the meaning of Section 202(a)(1) of the 1940 Act; (e) any failure by the Collateral Manager to deliver any Required Report or any other reports or other information required to be delivered by it under the express terms of this Agreement or any other information reasonably requested by the Administrative Agent related to the Borrower or the Collateral Manager within three (3) Business Days after the date such report is required to be made or given, as the case may be, in each case under the terms of this Agreement, or after such request for information is delivered to the Collateral Manager by the Administrative Agent; (f) 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 which continues to be unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such inaccuracy shall have been given to the Collateral Manager by any Lender or the Borrower and (ii) the date on which a Responsible Officer of the Collateral Manager acquires knowledge thereof; (g) the rendering against the Collateral Manager of one or more final judgments, decrees or orders by a court of competent jurisdiction for the payment of money in excess of $25,000,000, individually or in the aggregate, solely to the extent such payments are not covered by insurance, and the Collateral Manager shall not have either (i) satisfied, discharged or provided for the discharge of any such judgment, decree or order dismissed within sixty (60) days or (ii) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be stayed during the pendency of the appeal; (h) the failure of the Collateral Manager to make any payment when due (after giving effect to any related grace period) under one or more agreements in an aggregate amount in excess of $25,000,000, individually or in the aggregate, or the occurrence of any event if the effect of such event is to accelerate or permit the acceleration of such amount of such recourse debt, whether or not waived; (i) the occurrence of an Event of Default; (j) Barings LLC or a Qualified Affiliate at any time fails to be a registered investment adviser under the Advisers Act; (k) the occurrence of a Permanent BDC Asset Coverage Event; -18- (l) any other event (i) which has caused, or which may cause, a Material Adverse Effect on the assets, liabilities, financial condition, business or operations of the Collateral Manager or (ii) which has caused, or which would reasonably be expected to cause, a Material Adverse Effect on the ability of the Collateral Manager to meet its obligations under the Transaction Documents to which it is a party; or (m) Barings Private Credit Corporation or a Qualified Affiliate ceases to be the Collateral Manager or assigns any of its rights or obligations as “Collateral Manager” under any Transaction Document to any Person without the prior written consent of the Administrative Agent. “ Collateral Manager Termination Notice ”: The meaning specified in Section 6.11 . “ Collection Account ”: Collectively, the Interest Collection Account and the Principal Collection Account. “ Collection Date ”: The date on which the Obligations have been irrevocably paid in full in accordance with Section 2.3(b) and Section 2.7 or 2.8 , as applicable, and the Commitments have been irrevocably terminated in full pursuant to Section 2.3(a) or as a result of the end of the Reinvestment Period. “ Collections ”: (a) All cash collections and other cash proceeds of any Loan, including, without limitation or duplication, any Interest Collections, Principal Collections, amendment fees, late fees, prepayment fees, waiver fees or other amounts received in respect thereof (but excluding any Excluded Amounts) and (b) earnings on Permitted Investments or otherwise in any Account. “ Commitment ”: With respect to each Lender, (a) prior to the end of the Reinvestment Period, the commitment of such Lender to make Advances in accordance herewith prior to the Reinvestment Period End Date, in an amount not to exceed the Facility Amount and, for each Lender, the amount opposite such Lender’s name set forth on Annex B hereto or on Schedule I to the Joinder Supplement relating to each such Lender, (b) on or after the end of the Reinvestment Period, its Pro Rata Share of the Advances Outstanding and (c) on or after the Termination Date, zero. “ Commitment Reduction Fee ”: With respect to any reduction of the Facility Amount pursuant to Section 2.3(a) , an amount equal to the product of (a) the amount of such reduction multiplied by (b)(x) from the Closing Date to the twelve-month anniversary of the Closing Date, 1.00%, (y) from the twelve-month anniversary of the Closing Date to the twenty-four month anniversary of the Closing Date, 0.50% and (z) thereafter, 0.00%. “ Concentration Limitations ”: As of any date of determination, the following limitations (calculated without duplication) as applied to the Outstanding Balance of all Eligible Loans owned (or, in relation to a proposed purchase of an Eligible Loan, proposed to be owned) by the Borrower: -19- (a) the aggregate Outstanding Balance of all Eligible Loans which pay interest at a fixed rate shall not exceed the greater of (i) the applicable amount set forth on Annex C and (ii) 10.0% of the aggregate Outstanding Balance of all Eligible Loans; (b) the aggregate Outstanding Balance of all Eligible Loans that are First Lien Last-Out Loans or Second Lien Loans shall not collectively exceed the greater of (i) the applicable amount set forth on Annex C and (ii) 15.0% of the aggregate Outstanding Balance of all Eligible Loans; (c) the aggregate Outstanding Balance of all Eligible Loans with Obligors (or Underlying Assets) domiciled or located outside of the United States shall not exceed the greater of (i) the applicable amount set forth on Annex C and (ii) 20.0% of the aggregate Outstanding Balance of all Eligible Loans; (d) the aggregate Outstanding Balance of all Eligible Loans to any single Obligor (measured cumulatively with its Affiliates) shall not exceed the applicable amounts set forth on Annex C; (e) the sum of the aggregate Outstanding Balance and Exposure Amounts of Eligible Loans that are Revolving Loans and the Exposure Amounts of Eligible Loans that are Delayed Draw Loans do not collectively exceed 10.0% of the aggregate Outstanding Balance and Exposure Amounts of all Eligible Loans; (f) the aggregate Outstanding Balance of all Eligible Loans that are Partial PIK Loans as of their related Cut-Off Dates shall not exceed the greater of (i) the applicable amount set forth on Annex C and (ii) 15.0% of the aggregate Outstanding Balance of all Eligible Loans; (g) the aggregate Outstanding Balance of all Eligible Loans denominated in an Alternative Currency shall not exceed the greater of (i) the applicable amount set forth on Annex C and (ii) 20.0% of the aggregate Outstanding Balance of all Eligible Loans; (h) the aggregate Outstanding Balance of all Eligible Loans which pay interest in cash less frequently than quarterly shall not exceed the greater of (i) the applicable amount set forth on Annex C and (ii) 10.0% of the aggregate Outstanding Balance of all Eligible Loans; (i) the aggregate Outstanding Balance of all Eligible Loans (other than Software Loans) included in a single Industry Classification Group shall not exceed the greater of (i) the applicable amount set forth on Annex C and (ii)(A) 30.0% for the largest Industry Classification Group, (B) 25.0% for the second largest Industry Classification Group and (C) 20.0% for each remaining Industry Classification Group; and (j) the aggregate Outstanding Balance of all Software Loans shall not exceed the greater of (I) the applicable amount set forth on Annex C and (II) 15.0% of the aggregate Outstanding Balance of all Eligible Loans. -20- “ Conforming Changes ”: With respect to the use or administration of any Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “CORRA Business Day,” the definition of “SONIA Business Day,” the definition of “Eurocurrency Business Day,” the definition of “Accrual Period”, the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and 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 any such rate or to permit the use and 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 any such rate exists, in such other manner of administration as the Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents). “ Connection Income Taxes ”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “ Contractual Obligation ”: With respect to any Person, any provision of any securities issued by such Person or any 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. “ Control ”: The possession, directly or indirectly, of either or both of (a) the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise and/or (b) 50% or more of the equity interests in a Person. “ Controlled Affiliate ”: With respect to the Equityholder, any operating company, investment vehicle or fund (or similar Person) that directly or indirectly controls or is controlled by (or, subject to the following proviso, under common control with) the Equityholder, but excluding any special purpose subsidiary that is structured to be bankruptcy-remote; provided that, for purposes of this definition, “common control” shall not include any relationship that exists solely as a result of the direct or indirect ownership or control by a common Financial Sponsor, investment advisor or investment manager. “ Corporate Trust Office ”: 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 at least thirty (30) days prior written notice to the Administrative Agent. -21- “ CORRA ”: A rate equal to the Canadian Overnight Repo Rate Average as administered by the CORRA Administrator. “ CORRA Administrator ”: The Bank of Canada, or a comparable or successor administrator approved by the Administrative Agent. “ CORRA Business Day ”: Any day (other than a Saturday or a Sunday) on which banks are not required or authorized to be closed in Toronto. “ Covenant Compliance Period ”: The period beginning on the Closing Date and ending on the date on which all Commitments have been terminated and the Obligations have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted). “ Covered Party ”: Any Secured Party that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” 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 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b). “ Cut-Off Date ”: With respect to each Loan, the date such Loan is acquired by the Borrower. “ Daily Simple RFR Advance ”: Any Advance that bears interest at a rate based on Daily Simple SOFR or Daily Simple SONIA. “ Daily Simple SOFR ”: For any day (a “ SOFR Rate Day ”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “ SOFR Determination Day ”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 p.m. on the second (2 nd ) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days; provided further that in no event shall Daily Simple SOFR determined pursuant to this sentence be less than the Floor. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. -22- “ Daily Simple SONIA ”: For any day (a “ SONIA Rate Day ”), a rate per annum equal to the greater of (a) SONIA for the day (such day, a “ SONIA Determination Day ”) that is five (5) SONIA Business Days prior to (i) if such SONIA Rate Day is a SONIA Business Day, such SONIA Rate Day or (ii) if such SONIA Rate Day is not a SONIA Business Day, the SONIA Business Day immediately preceding such SONIA Rate Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website, and (b) the Floor. If by 5:00 p.m. (London time) on the second (2nd) SONIA Business Day immediately following any SONIA Determination Day, SONIA in respect of such SONIA Determination Day has not been published on the SONIA Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SONIA has not occurred, then SONIA for such SONIA Determination Day will be SONIA as published in respect of the first preceding SONIA Business Day for which such SONIA was published on the SONIA Administrator’s Website; provided that any SONIA determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SONIA for no more than three (3) consecutive SONIA Rate Days; provided further that in no event shall Daily Simple SONIA determined pursuant to this sentence be less than the Floor. Any change in Daily Simple SONIA due to a change in SONIA shall be effective from and including the effective date of such change in SONIA without notice to the Borrower. “ Default ”: Any event that, with the giving of notice or the lapse of time, or both, would become an Event of Default. “ Default Right ”: The meaning assigned to that term in, and interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “ Defaulting Lender ”: Any Lender that (i) has failed to fund any portion of the Advances or participations in Swingline Advances required to be funded by it hereunder within one (1) Business Day 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, other than pursuant to an Undisclosed Administration, 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. “ Delayed Draw Loan ”: A Loan that requires one or more future advances to be made by the Borrower and which 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. -23- “ Designated Loan ”: Any Loan that the Administrative Agent, in its sole discretion, designates on the related Approval Notice as a “Designated Loan”. “ Determination Date ”: The last day of each calendar month. “ DIP Loan ”: A Loan made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens. “ Discretionary Sale ”: The meaning specified in Section 2.14(c) . “ Disqualified Institution ”: Any (a)(i) Person (including a fund or “business development company”) that devotes a significant portion of its business resources on credit lending, (ii) hedge fund or (iii) specialty finance company, (b) any Person controlled by, or controlling, or under common control with, a Person referred to in clause (a) above or (c) any Person that serves as an investment advisor with discretionary investment authority to a Person referred to in clause (a) above; provided that, in no event shall the term “Disqualified Institution” include any commercial bank, investment bank or insurance company (but excluding, for the avoidance of doubt, any entity that meets the requirements of clause (a) above that is affiliated with or managed by any commercial bank, investment bank or insurance company). “ Disruption Event ”: The occurrence of any of the following with respect to an Available Currency: (a) any Lender shall have notified the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower 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 such Available Currency in the applicable interbank market to fund any Advance, (b) any Lender shall have notified the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower of the inability, for any reason, of such Lender to determine the Benchmark then-applicable to such Available Currency, (c) any Lender shall have notified the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower of a determination by such Lender that the rate at which deposits of such Available Currency are being 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, or (d) any Lender shall have notified the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower of the inability of such Lender, as applicable, to obtain such Available Currency to make, fund or maintain any Advance. “ Dollar Borrowing Base ”: As of any Measurement Date, an amount equal to the aggregate sum of (i) the sum of the products, for each Eligible Loan denominated in Dollars as of such date, of (A) the Applicable Percentage for each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date, plus (ii) the amount of Dollars on deposit in the Principal Collection Account as of such date, minus (iii) the Unfunded Exposure Required Amount with respect to Eligible Loans denominated in Dollars, plus (iv) the amount of Dollars on deposit in the Unfunded Exposure Account. -24- “ Dollar Equivalent ”: Subject to Section 2.5 , for any amount, at the time of determination thereof: (a) with respect to any amount denominated in Dollars, such amount; and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time in its sole discretion by reference to the most recent Spot Rate for such Alternative Currency (as determined as of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. “ Dollars ” and “ $ ”: The lawful currency of the United States. “ EBITDA ”: With respect to the Relevant Test Period with respect to the related Loan, the meaning of “EBITDA,” “Adjusted EBITDA” or any comparable definition in the Underlying Instruments for such Loan, and in any case that “EBITDA,” “Adjusted EBITDA” or such comparable definition is not defined in such Underlying Instruments, an amount, for the principal Obligor on such Loan and any parent that is obligated pursuant to the Underlying Instruments for such Loan and such Obligor’s subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP and also on a pro forma basis as determined by the Collateral Manager in good faith and in accordance with the Collateral Manager Standard in case of any acquisitions or other strategic transactions) equal to earnings from continuing operations for such period plus (a) cash interest expense, (b) income and franchise taxes, (c) depreciation and amortization for such Relevant Test Period (to the extent deducted in determining earnings from continuing operations for such period), (d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs) and, to the extent not otherwise included in the foregoing clause (c), other non-cash charges and organization costs, (e) extraordinary losses in accordance with GAAP, (f) one-time, non-recurring non-cash charges consistent with the compliance statements and financial reporting packages provided by the Obligors, (g) any other customary add-backs for similarly-situated obligors the Collateral Manager deems to be appropriate in accordance with the Collateral Manager Standard and (h) any other item the Borrower (or the Collateral Manager) and the Administrative Agent mutually deem to be appropriate; provided that with respect to any Obligor for which four full fiscal quarters of financial data are not available, EBITDA shall be determined for such Obligor based on annualizing the financial data from the reporting periods actually available. “ Elevation ”: An elevation of a Specified Participation Interest in accordance with the terms of the related participation agreement. “ Elevation Date ”: The date on which an Elevation occurs with respect to a Specified Participation Interest. “ Eligible Loan ”: Each Loan (A) for which the Administrative Agent, the Collateral Agent and the Collateral Custodian have received on or prior to the related Cut-Off Date (or will receive within five (5) Business Days after such Cut-Off Date) the related Required Loan Documents; (B) with respect to which the Administrative Agent has executed an Approval Notice in its sole discretion on or prior to the related Cut-Off Date; and (C) that satisfies each of the following eligibility requirements (unless the Administrative Agent in its sole discretion agrees to waive any such eligibility requirement with respect to such Loan): -25- (a) such Loan is a Middle Market Loan, a First Lien Last-Out Loan, or a Second Lien Loan which has either been originated by the Borrower or assigned to the Borrower pursuant to (a) an assignment agreement either (i) complying with the related Underlying Instruments or (ii) on the LSTA standard assignment form or (b) with respect to any Specified Participation Interest, a participation agreement; (b) such Loan is denominated and payable in an Available Currency (or any other currency approved by the Administrative Agent in its sole discretion) and does not permit the currency in which such Loan is payable to be changed other than to an Available Currency; (c) payments under such Loan will not subject the Borrower to any withholding tax (other than withholding tax on (x) amendment, waiver, consent and extension fees and (y) commitment fees and other similar fees) unless the Obligor thereon is required under the terms of the related Underlying Instrument to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis; (d) such Loan does not contain any restrictions on transferability or assignment and is capable of being transferred or assigned to the Administrative Agent, or another bank or financial institution, subject only to usual and customary restrictions; (e) 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; (f) such Loan is not a DIP Loan or, unless such Loan is a Partial PIK Loan, a PIK Loan; (g) such Loan is not principally secured by real estate; (h) [reserved]; (i) as of the related Cut-Off Date, such Loan is not delinquent in any payments required to be paid thereunder and is not a debt obligation whose repayment is subject to material non-credit related risk (for example, a Loan the payment of which is expressly contingent upon the nonoccurrence of a catastrophe) as reasonably determined by the Collateral Manager in accordance with the Collateral Manager Standard; (j) as of the related Cut-Off Date, such Loan and any Underlying Assets (or, with respect to clauses (ii) and (iii), the acquisition thereof or the pledge thereof by the Borrower) (i) have not, and will not, be used by the related Obligor in any manner or for any purpose that would result in any material risk of liability being imposed upon the Borrower or any Secured Party under any Applicable Law, (ii) comply in all material respects with, and will not violate, any Applicable Law and (iii) will not cause the Administrative Agent or any Lender to fail to comply with any request or directive (whether or not having the force of law) from any banking or other Governmental Authority having jurisdiction over the Administrative Agent or such Lender; -26- (k) such Loan, together with the Underlying Instruments related thereto, (i) is in full force and effect and constitutes 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 its terms, subject to usual and customary bankruptcy, insolvency and equity limitations, (ii) is not subject to, or the subject of any assertions in respect of, any material litigation, dispute or offset, and (iii) contains provisions substantially to the effect that the Obligor’s and each guarantor’s payment obligations thereunder are absolute and unconditional without any right of rescission, setoff, counterclaim or defense for any reason against the Seller, the Borrower or any assignee; (l) (x) as of the related Cut-Off Date, 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, transfer or performance by the Borrower of such Loan and any related collateral have been duly obtained, effected or given and are in full force and effect and (y) for any Loan originated by the Seller or its Affiliates, the Seller or its applicable Affiliate had all necessary licenses and permits to originate such Loan in the State where the related Obligor is located and the Borrower has all necessary licenses and permits to purchase and own such Loan and enter into the applicable Underlying Instruments as a lender in the State where such Obligor is located; (m) such Loan and the Underlying Instruments related thereto (giving effect to the provisions of Sections 9-406 and 9-408 of the UCC), are eligible to be sold, assigned or transferred to the Borrower and to have a security interest therein granted to the Collateral Agent, as agent for the Secured Parties, and neither the sale, transfer or assignment of such Loan to the Borrower, nor the granting of a security interest hereunder to the Collateral Agent, violates, conflicts with or contravenes (and are permitted by) any Applicable Law, the related Underlying Instruments or any contractual or other restriction, limitation or encumbrance; (n) such Loan requires the related Obligor to maintain the Underlying Assets for such Loan in good repair, to maintain adequate insurance with respect thereto and to pay all maintenance, repair, insurance and taxes, together with all other ancillary costs and expenses, with respect to the related Underlying Assets; (o) such Loan has an original term to stated maturity that does not exceed (i) in the case of any Middle Market Loan or First Lien Last-Out Loan, seven (7) years and (ii) in the case of any Second Lien Loan, eight (8) years; (p) the Underlying Instruments for such Loan do not contain a confidentiality provision that restricts or purports to restrict the ability of the Administrative Agent to exercise its rights under this Agreement or that would prohibit the Collateral Agent, the Administrative Agent or any Lender from accessing all information with regard to such Loan, so long as the Administrative Agent or Collateral Agent, as applicable, has agreed to customary confidentiality provisions; -27- (q) the Obligor with respect to such Loan is an Eligible Obligor; (r) such Loan is either not a “registration required obligation” within the meaning of Section 163(f)(2) of the Code, or is Registered; (s) such Loan is not a participation interest in all or a portion of a loan unless it is a Specified Participation Interest with an Elevation Date no later than sixty (60) days after the date such Specified Participation Interest is first included in the Collateral; for the avoidance of doubt, any Loan that ceases to be an “Eligible Loan” as a result of not being Elevated within the above sixty (60) day time period shall, upon its Elevation, no longer be excluded from constituting an Eligible Loan as a result of this clause (s) ; (t) all information provided by either the Borrower or the Collateral Manager to the Administrative Agent with respect to such Loan (other than projections, forward-looking information, general economic data, industry information, information relating to third parties, any information or documentation prepared by the Collateral Manager or one of its Affiliates for internal use or consideration, statements as to (or the failure to make a statement as to) the value of, collectability of, prospects of or potential risks or benefits associated with a Loan or Obligor) is true, correct and complete in all material respects after giving effect to any updates thereto as of the date such information is provided; (u) as of the related Cut-Off Date, such Loan (A) is not an Equity Security and (B) does not provide by its terms for the conversion or exchange into an Equity Security; (v) such Loan is not principally secured by, and does not constitute, Margin Stock; (w) (A) the Borrower has good and marketable title to, and is the sole owner of, such Loan and (B) the Borrower has granted to the Collateral Agent for the benefit of the Secured Parties a valid and perfected first priority security interest in the Loan and the related Underlying Instruments (subject to Permitted Liens); provided that, with respect to any Specified Participation Interest purchased by the Borrower, the Borrower shall not be the record owner of the underlying Loan until the Elevation Date of such Specified Participation Interest; (x) as of the related Cut-Off Date, (i) such Loan is and has been current on all interest and principal payments under the terms of the related Underlying Instrument and (ii) there has been no (a) “event of default” (as defined in the related Underlying Instrument) or (b) any other default, breach, violation or event permitting acceleration under the terms of any such Loan that, in each of the foregoing cases, has not been cured or waived, unless otherwise approved by the Administrative Agent in writing; (y) as of the related Cut-Off Date, such Loan provides for (i) periodic payments of accrued and unpaid interest in cash on a current basis no less frequently than -28- semi-annually and (ii) the full amount of principal payable in cash no later than its stated maturity; (z) as of the related Cut-Off Date, if such Loan is one of a number of loans made to the same Obligor at the same seniority in such Obligor’s capital structure, such Loan and such other loans are cross-collateralized and cross-defaulted; (aa) the funding obligations for such Loan and the Underlying Instruments under which such Loan was created have been fully satisfied and all sums available thereunder have been fully advanced, or if such Loan is a Revolving Loan or Delayed Draw Loan (i) as of the related Cut-Off Date, the Borrower shall have (or shall have caused to be) deposited into the Unfunded Exposure Account an amount in Dollars equal to the Unfunded Exposure Required Amount and (ii) the Unfunded Exposure Required Amount with respect to such Loan shall not create a Borrowing Base Deficiency; (bb) there are no proceedings pending, or, to the knowledge of the Collateral Manager, threatened, (i) wherein the related Obligor, any other party obligated with respect to such Loan or any Governmental Authority has alleged that such Loan or any related Underlying Instrument is illegal or unenforceable or (ii) asserting the insolvency of the related Obligor; (cc) if such Loan is acquired by the Borrower from the Seller, (i) such Loan was sourced or originated by the Seller or its Affiliates in the ordinary course of business and was underwritten by the Seller under its customary procedures, and (ii) the Seller has caused its master computer records to be clearly and unambiguously marked to indicate that such Loan has been sold to the Borrower; (dd) such Loan (a) was owned by the Borrower on the Closing Date or thereafter purchased by the Borrower at the Collateral Manager’s direction and (b) is being serviced by the Collateral Manager, in each case in accordance in all material respects with the Collateral Manager Standard; (ee) such Loan is not an extension of credit to the related Obligor for the purpose of (1) making any past due principal, interest or other payments due on such Loan, (2) preventing such Loan (or any other indebtedness of the related Obligor) from becoming past due or (3) preventing such Loan from defaulting; (ff) pursuant to the Underlying Instruments with respect to such Loan, either (i) such Loan is freely assignable to the Borrower and able to be pledged to the Collateral Agent, on behalf of the Secured Parties, without the consent of the Obligor or (ii) all consents necessary for assignment of such Loan to the Borrower and pledge to the Collateral Agent for the benefit of the Secured Parties have been obtained; (gg) no such Loan has been repaid, prepaid, satisfied, subordinated or rescinded, in each case, in full; -29- (hh) such Loan has not been sold, transferred, assigned or pledged by the Borrower to any person other than the Collateral Agent for the benefit of the secured parties; (ii) the Obligor with respect to such Loan (and any guarantor of such Obligor’s obligations thereunder), had full legal capacity to execute and deliver the Underlying Instrument which creates such Loan and any other documents related thereto; (jj) the Underlying Assets for such Loan are primarily located in an Approved Jurisdiction unless otherwise approved in writing by the Administrative Agent in its sole discretion (other than any Underlying Assets that are in addition to the primary Underlying Assets with respect to which such Loan was principally underwritten); and (kk) no selection procedure adverse to the interests of the Secured Parties was utilized by the Borrower in the selection of such Loan for inclusion in the Collateral. “ Eligible Obligor ”: On any date of determination, any Obligor that satisfies each of the following eligibility requirements (unless the Administrative Agent in its sole discretion agrees to waive any such eligibility requirement with respect to such Obligor): (a) is a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization; (b) is not a Governmental Authority; (c) is not an Affiliate of, or controlled by, the Borrower, the Seller, the Equityholder or the Collateral Manager; (d) is domiciled and organized or incorporated in (and the Underlying Assets are all (or substantially all) located in) an Approved Jurisdiction; (e) is a legal operating entity or a holding company; (f) did not enter into the Loan primarily for personal, family or household purposes; and (g) as of the related Cut-Off Date, to the knowledge of the Collateral Manager, such Obligor is not the subject of any Insolvency Event. “ EMU Legislation ”: The legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency. “ Equityholder ”: The meaning specified in the Preamble. “ Equityholder Loan ”: Any Loan that is sold and/or contributed by the Equityholder to the Borrower pursuant to the Sale Agreement. -30- “ Equityholder Purchased Loan Balance ”: As of any date of determination, an amount equal to the Outstanding Balance of all Equityholder Loans acquired by the Borrower prior to such date. “ Equity Security ”: Any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization certificate or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest, interest in a joint venture, or certificate of interest in a business trust; any security future on any such security; or any security convertible, with or without consideration into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any put, call, straddle, or other option or privilege of buying such a security from or selling such a security to another without being bound to do so. “ ERISA ”: The United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated or issued thereunder. “ ERISA Affiliate ”: (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) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower. “ Erroneous Payment ”: The meaning specified in Section 11.8(a) . “ Erroneous Payment Deficiency Assignment ”: The meaning specified in Section 11.8(d) . “ Erroneous Payment Return Deficiency ”: The meaning specified in Section 11.8(d) . “ EURIBOR ”: The meaning specified in the definition of “Eurocurrency Rate”. “ Euro ” and “ € ”: The lawful currency of each state so described in any EMU Legislation introduced in accordance with the EMU Legislation. “ Euro Account ”: Collectively, each Securities Account and any sub-accounts created and maintained on the books and records of the Securities Intermediary for the deposit of Euros in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of the Secured Parties. “ Euro Borrowing Base ”: As of any Measurement Date, an amount equal to the aggregate sum of (i) the sum of the products, for each Eligible Loan denominated in Euros as of such date, of (A) the Applicable Percentage for each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date, plus (ii) the amount of Euros that are Principal Collections on deposit in the Euro Account as of such date, minus (iii) the Unfunded Exposure Required Amount with respect to Eligible Loans denominated -31- in Euros, plus (iv) the amount of Euros that are Unfunded Exposure Collections on deposit in the Euro Account. “ Eurocurrency Business Day ”: (a) With respect to Advances denominated in Euros, any TARGET Day and (b) with respect to Advances denominated in Australian Dollars, any day (other than a Saturday or Sunday) on which banks are open for business in Melbourne. “ Eurocurrency Rate ”: For any Interest Period: (a) with respect to Advances denominated in Euros, the greater of (i) the rate per annum equal to the Euro Interbank Offered Rate (“ EURIBOR ”) as administered by the European Money Markets Institute, or a comparable or successor administrator approved by the Administrative Agent, for a period of one month, at approximately 11:00 a.m. (Brussels time) on the applicable Eurocurrency Rate Determination Day and (ii) the Floor; and (b) with respect to Advances denominated in Australian Dollars, the greater of (i) the rate per annum equal to the Bank Bill Swap Reference Bid Rate (“ BBSY ”) as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time), for a period of one month, at approximately 10:30 a.m. (Melbourne time) on the applicable Eurocurrency Rate Determination Day and (ii) the Floor. “ Eurocurrency Rate Determination Day ”: With respect to any Interest Period relating to EURIBOR or BBSY, two (2) Eurocurrency Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in the applicable interbank market, as determined by the Administrative Agent; provided that to the extent that such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent). “ Events of Default ”: The meaning specified in Section 9.1 . “ Excepted Persons ”: The meaning specified in Section 12.13(a) . “ Excess Concentration Amount ”: At any time in respect of which any one or more of the Concentration Limitations are exceeded, the portions (calculated by the Collateral Manager without duplication) of the Outstanding Balance of each Eligible Loan that cause such Concentration Limitations to be exceeded. “ Exchange Act ”: The United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “ Excluded Amounts ”: (i) Any amount received in the Collection Account with respect to any Loan included as part of the Collateral, which amount is attributable to the payment of any Tax on such Loan or on any Underlying Assets that was paid from amounts other than Collections, (ii) any interest or fees (including origination, agency, structuring, management -32- or other up-front fees) that are for the account of the Seller or any other Person from whom the Borrower purchased such Loan (including, without limitation, interest accruing prior to the date such Loan is purchased by the Borrower), (iii) any reimbursement of insurance premiums that were paid from amounts other than Collections, (iv) any escrows relating to Taxes, insurance and other amounts in connection with Loans which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements under Underlying Instruments or (v) any amount deposited into the Collection Account in error. “ Excluded Taxes ”: Any of the following Taxes imposed on or with respect to an Affected Party or required to be withheld or deducted from a payment to an Affected Party, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Affected Party being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Obligations or Commitments pursuant to a law in effect on the date on which (i) such Lender acquires such interest (other than pursuant to an assignment effected in accordance with Section 2.12(g) ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.13 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Affected Party’s failure to comply with Section 2.13(f) and (d) any withholding Taxes imposed under FATCA. “ Exposure Amount ”: As of any date of determination, with respect to any Delayed Draw Loan or Revolving Loan, (i) the maximum commitment of such Delayed Draw Loan (excluding any original issue discount) or Revolving Loan under the terms of the applicable Underlying Instruments (and, for the avoidance of doubt, the commitment in respect of a Loan as to which the commitment to make additional advances has been terminated or expired shall be zero) minus (ii) the Outstanding Balance of such Delayed Draw Loan or Revolving Loan, as applicable, on such date of determination. “ Facility Amount ”: The Maximum Facility Amount, as such amount may vary from time to time pursuant to Section 2.3 hereof or as otherwise agreed to by the Borrower, the applicable Lenders, the Collateral Manager and the Administrative Agent; provided that on or after the Reinvestment Period End Date, the Facility Amount shall mean an amount equal to the aggregate Advances Outstanding at such time. “ Facility Attachment Ratio ”: With respect to any Eligible Loan, as of any date of determination, an amount equal to (i) with respect to any Middle Market Loan, the product of (a) its Net Senior Leverage Ratio, (b) its Applicable Percentage and (c) its Assigned Value, (ii) with respect to any First Lien Last-Out Loan, the sum of (a) its First Out Attachment Ratio and (b) the product of (A)(x) its Last Out Attachment Ratio less (y) its First Out Attachment Ratio, (B) its Applicable Percentage and (C) its Assigned Value, in each case, as of such date, (iii) with respect -33- to any Second Lien Loan, the sum of (a) its Net Senior Leverage Ratio and (b) the product of (A)(x) its Net Total Leverage Ratio less (y) its Net Senior Leverage Ratio, (B) its Applicable Percentage and (C) its Assigned Value, in each case, as of such date and (iv) with respect to any Designated Loan, the product of (a) its Net Total Leverage Ratio, (b) its Applicable Percentage and (c) its Assigned Value. “ Facility Maturity Date ”: June 3, 2031. “ FATCA ”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing. “ FDIC ”: The Federal Deposit Insurance Corporation, and any successor thereto. “ Federal Funds Rate ”: For any period, a fluctuating interest per annum rate equal, for each day during such period, to the weighted average of the overnight federal funds rates as reported in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion of the Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. on such day. “ Fee Letter ”: The collective reference to (i) the Fee Letter, dated as of the date hereof, from the Administrative Agent and the Lenders to the Borrower, as the same may be amended, restated, modified or supplemented from time to time and (ii) each other fee letter entered into between or among the Borrower, one or more Lenders, and/or the Administrative Agent. “ Fees ”: All fees required to be paid by the Borrower pursuant to this Agreement and the Fee Letter. “ Financial Asset ”: The meaning specified in Section 8-102(a)(9) of the UCC. “ Financial Sponsor ”: Any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding, and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies so owned by such Person. “ First Lien Last-Out Loan ”: A Loan that would constitute a Middle Market Loan but that, at any time prior to and/or after an event of default under the related Underlying -34- Instruments of such Loan, will be paid after one or more tranches of Middle Market Loans issued by the same Obligor have been paid in full in accordance with a specified waterfall or other priority of payments; provided that, for the avoidance of doubt, a First Lien Last-Out Loan shall not constitute a Middle Market Loan unless the Administrative Agent, in its sole discretion, designates a Loan that would otherwise constitute a First Lien Last-Out Loan as a Middle Market Loan in the related Approval Notice. “ First Out Attachment Ratio ”: With respect to any Eligible Loan, as of any date of determination, an amount equal to the Net Senior Leverage Ratio with respect to all or any portion of such Eligible Loan that constitutes first lien senior secured Indebtedness that is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings (but subject to (x) any Liens permitted under the related Underlying Instruments that are reasonable and customary for similar loans, and (y) Liens accorded priority by law in favor of the United States or any state or agency thereof) (excluding any First Lien Last-Out Loan or other first lien last out Indebtedness within the capital structure). “ Fitch ”: Fitch Ratings, Inc. or any successor thereto. “ Fixed Rate Loan ”: An Eligible Loan other than a Floating Rate Loan. “ Floating Rate Loan ”: An Eligible Loan under which the rate payable by the Obligor thereof is based on the Applicable Prime Rate or the applicable benchmark plus some specified interest percentage in addition thereto, and the Loan provides that such rate when reset on the relevant reset dates will reflect any change in the related Applicable Prime Rate or the applicable benchmark. “ Floor ”: A rate of interest equal to 0.0%. “ Foreign Lender ”: A Lender that is not a U.S. Person. “ Fronting Exposure ”: At any time there is a Defaulting Lender, with respect to the Swingline Lender, such Defaulting Lender’s Pro Rata Share of Swingline Advances other than Swingline Advances as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders, repaid by the Borrower or for which cash collateral or other credit support acceptable to the Swingline Lender shall have been provided in accordance with the terms hereof. “ Funding Date ”: With respect to any Advance, the Business Day such Advance is funded following the receipt by the Administrative Agent and Collateral Agent of a Funding Notice and other required deliveries in accordance with Section 2.2 . “ Funding Notice ”: A notice in the form of Exhibit A-1 signed by an authorized Person on behalf of the Borrower requesting an Advance, including the items required by Section 2.2 . -35- “ GAAP ”: Generally accepted accounting principles as in effect from time to time in the United States. “ GBP ” and “ £ ”: The lawful currency of the United Kingdom. “ GBP Account ”: Collectively, each Securities Account and any sub-accounts created and maintained on the books and records of the Securities Intermediary for the deposit of GBP in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of the Secured Parties. “ GBP Borrowing Base ”: As of any Measurement Date, an amount equal to the aggregate sum of (i) the sum of the products, for each Eligible Loan denominated in GBP as of such date, of (A) the Applicable Percentage for each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date, plus (ii) the amount of GBP that are Principal Collections on deposit in the GBP Account as of such date, minus (iii) the Unfunded Exposure Required Amount with respect to Eligible Loans denominated in GBP, plus (iv) the amount of GBP that are Unfunded Exposure Collections on deposit in the GBP Account. “ General Intangible ”: The meaning specified in Section 9-102(a)(42) of the UCC. “ Governing Documents ”: (a) With respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. “ Governmental Authority ”: With respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person, including any supranational bodies (such as the European Union and the European Central Bank). “ Guarantee Obligation ”: As to any Person (the “ guaranteeing person ”), any obligation of the guaranteeing person to guarantee any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or -36- equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term “Guarantee Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. “ Highest Required Investment Category ”: (a) With respect to ratings assigned by Moody’s, “Aa2” or “P-1” for one-month instruments, “Aa2” and “P-1” for three-month instruments, “Aa2” and “P-1” for six-month instruments and “Aaa” and “P-1” for instruments with a term in excess of six-months, (b) with respect to rating assigned by S&P, “A-1+” for short-term instruments and “AAA” for long-term instruments, and (c) with respect to rating assigned by Fitch (if such investment is rated by Fitch), “F-1+” for short-term instruments and “AAA” for long-term instruments. “ IFRS ”: International Financial Reporting Standards. “ Increased Costs ”: Any amounts required to be paid by the Borrower to an Indemnified Party pursuant to Section 2.12 . “ Indebtedness ”: With respect to (x) any Obligor if “Indebtedness” or any comparable definition is set forth in the Underlying Instruments for the related Loan, such definition or (y) otherwise, without duplication, (a) all indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of Property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument or other evidence of indebtedness customary for indebtedness of that type, (c) all obligations of such Person in respect of letters of credit, acceptances or similar instruments issued or created for the account of such Person, (d) all liabilities secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any Property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness of such Person under any swap, hedge or other similar transaction and (f) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (e) above. The amount of any Indebtedness under clause (d) -37- shall be equal to the lesser of (A) the stated amount of the relevant obligations and (B) the fair market value of the Property subject to the relevant Lien. The amount of any Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. Notwithstanding the foregoing, “Indebtedness” does not include (x) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset or investment to satisfy unperformed obligations of the seller of such asset or investment, (y) a commitment arising in the ordinary course of business to make a future investment or fund subsequent draws under Revolving Loans, Delayed Draw Loans or the unfunded portion of any existing investment or (z) indebtedness of the Borrower on account of the sale by the Borrower of the first out tranche of any Loan that arises solely as an accounting matter under ASC 860, provided that such indebtedness (i) is nonrecourse to the Borrower and (ii) would not represent a claim against the Borrower in a bankruptcy, insolvency or liquidation proceeding of the Borrower, in each case in excess of the amount sold or purportedly sold. “ Indemnified Amounts ”: The meaning specified in Section 10.1(a) . “ Indemnified Parties ”: The meaning specified in Section 10.1(a) . “ Indemnified Taxes ”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Transaction Document and (b) to the extent not otherwise described in clause (a), Other Taxes. “ Independent Manager ”: The meaning specified in Section 4.1(t)(xxvi) . “ Indorsement ”: The meaning specified in Section 8-102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning. “ Industry Classification Group ”: Each industry classification group listed on Schedule V , as the same may be updated by the Borrower (a) to conform to the Global Industry Classification Standard promulgated by MSCI Inc. or (b) as otherwise agreed with the Administrative Agent. “ Initial Assigned Value”: The meaning specified in the definition of “Assigned Value”. “ Insolvency Event ”: With respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction over such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree, order or appointment shall remain unstayed and in effect for a period of sixty (60) consecutive days; provided that, if (i) such Person fails to contest such case, (ii) such Person files an answer or other responding materials admitting the -38- material allegations of such case or (iii) any of the other events described in this clause (a)…

Document text

EX-10.1 · exhibit101loanandsecuritya.htm

EX-10.1
 2
 exhibit101loanandsecuritya.htm
 EX-10.1

 Exhibit 10.1
 EXECUTION VERSION

 $500,000,000
 LOAN AND SECURITY AGREEMENT
 by and among
 BARINGS PRIVATE CREDIT CORPORATION ,
 ( Collateral Manager )
 BPC FUNDING 2 LLC ,
 ( Borrower )
 BARINGS PRIVATE CREDIT CORPORATION ,
 ( Equityholder )
 EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO ,
 ( Lenders )
 WELLS FARGO BANK, NATIONAL ASSOCIATION ,
 (Swingline Lender)
 WELLS FARGO BANK, NATIONAL ASSOCIATION ,
 ( Administrative Agent and Co-Lead Manager )
 MUFG BANK, LTD. ,
 ( Co-Lead Manager )
 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION ,
 ( Collateral Agent )
 and
 U.S. BANK NATIONAL ASSOCIATION ,
 ( Collateral Custodian )

 Dated as of June 3, 2026

 TABLE OF CONTENTS

 Page

 ARTICLE I

 DEFINITIONS

 Section 1.1 Certain Defined Terms 2
 Section 1.2 Other Terms 53
 Section 1.3 Computation of Time Periods 53
 Section 1.4 Interpretation 53

 ARTICLE II

 THE ADVANCES

 Section 2.1 The Advances 55
 Section 2.2 Procedures for Advances by the Lenders 56
 Section 2.3 Reduction of the Facility Amount; Principal Repayments 57
 Section 2.4 Determination of Interest 58
 Section 2.5 [Reserved] 59
 Section 2.6 Borrowing Base Deficiency Cures 59
 Section 2.7 Priority of Payments 59
 Section 2.8 Alternate Priority of Payments 61
 Section 2.9 Collections and Allocations 63
 Section 2.10 Payments, Computations, etc 64
 Section 2.11 Fees 65
 Section 2.12 Increased Costs; Capital Adequacy; Illegality 65
 Section 2.13 Taxes 67
 Section 2.14 Reinvestments; Discretionary Sales, Substitutions and Optional Sales of Loans 71
 Section 2.15 Assignment of the Sale Agreements 75
 Section 2.16 Capital Contributions 75
 Section 2.17 Defaulting Lenders 75
 Section 2.18 Mitigation Obligations; Replacement of Lenders 76
 Section 2.19 Effect of Benchmark Transition Event 77

     -i-

 ARTICLE III

 CONDITIONS TO CLOSING AND ADVANCES

 Section 3.1 Conditions to Closing 78
 Section 3.2 Conditions Precedent to All Advances and Acquisitions of Loans 81
 Section 3.3 Custodianship; Transfer of Loans and Permitted Investments 84

 ARTICLE IV

 REPRESENTATIONS AND WARRANTIES

 Section 4.1 Representations and Warranties of the Borrower 85
 Section 4.2 Representations and Warranties of the Borrower Relating to this Agreement and the Collateral 95
 Section 4.3 Representations and Warranties of the Collateral Manager 96
 Section 4.4 Representations and Warranties of the Collateral Agent 98
 Section 4.5 Representations and Warranties of the Seller and the Equityholder 99

 ARTICLE V

 GENERAL COVENANTS

 Section 5.1 Affirmative Covenants of the Borrower 100
 Section 5.2 Negative Covenants of the Borrower 106
 Section 5.3 Affirmative Covenants of the Collateral Manager 108
 Section 5.4 Negative Covenants of the Collateral Manager 111
 Section 5.5 Affirmative Covenants of the Collateral Agent 112
 Section 5.6 Negative Covenants of the Collateral Agent 113
 Section 5.7 Covenants of the Equityholder and the Seller 113

 ARTICLE VI

 COLLATERAL ADMINISTRATION

 Section 6.1 Appointment of the Collateral Manager 114
 Section 6.2 Duties of the Collateral Manager 115
 Section 6.3 Authorization of the Collateral Manager 121
 Section 6.4 Collection of Payments; Accounts 121
 Section 6.5 Realization Upon Defaulted Loans 122
 Section 6.6 Collateral Manager Compensation 123

     -ii-

 Section 6.7 Expense Reimbursement 123
 Section 6.8 Reports; Information 123
 Section 6.9 Annual Statement as to Compliance 125
 Section 6.10 The Collateral Manager Not to Resign 125
 Section 6.11 Collateral Manager Termination Events 125

 ARTICLE VII

 THE COLLATERAL AGENT

 Section 7.1 Designation of Collateral Agent 126
 Section 7.2 Duties of Collateral Agent 126
 Section 7.3 Merger or Consolidation 130
 Section 7.4 Collateral Agent Compensation 130
 Section 7.5 Collateral Agent Removal 130
 Section 7.6 Limitation on Liability 131
 Section 7.7 Resignation of the Collateral Agent 132
 Section 7.8 Release of Documents 133
 Section 7.9 Return of Underlying Instruments 133
 Section 7.10 Access to Certain Documentation and Information Regarding the Collateral; Audits 134

 ARTICLE VIII

 SECURITY INTEREST

 Section 8.1 Grant of Security Interest 134
 Section 8.2 Release of Lien on Collateral 135

 ARTICLE IX

 EVENTS OF DEFAULT

 Section 9.1 Events of Default 137
 Section 9.2 Remedies 139
 Section 9.3 Collateral Agent Shall Enforce Claims 141
 Section 9.4 Application of Cash Collected 141
 Section 9.5 Rights of Action 141
 Section 9.6 Unconditional Rights of Lenders to Receive Principal and Interest 141
 Section 9.7 Restoration of Rights and Remedies 142
 Section 9.8 Rights and Remedies Cumulative 142

     -iii-

 Section 9.9 Delay or Omission Not Waiver 142
 Section 9.10 Waiver of Stay or Extension Laws 142
 Section 9.11 Power of Attorney 142

 ARTICLE X

 INDEMNIFICATION

 Section 10.1 Indemnities by the Borrower 143
 Section 10.2 Indemnities by the Collateral Manager 144
 Section 10.3 After Tax Basis 145

 ARTICLE XI

 THE ADMINISTRATIVE AGENT

 Section 11.1 Appointment 145
 Section 11.2 Standard of Care 146
 Section 11.3 Administrative Agent’s Reliance, etc 146
 Section 11.4 Credit Decision with Respect to the Administrative Agent 147
 Section 11.5 Indemnification of the Administrative Agent 147
 Section 11.6 Successor Administrative Agent 147
 Section 11.7 Payments by the Administrative Agent 148
 Section 11.8 Erroneous Payments 148

 ARTICLE XII

 MISCELLANEOUS

 Section 12.1 Amendments and Waivers 150
 Section 12.2 Notices, etc 152
 Section 12.3 Ratable Payments 152
 Section 12.4 No Waiver; Remedies 152
 Section 12.5 Binding Effect; Benefit of Agreement 153
 Section 12.6 Term of this Agreement 153
 Section 12.7 Governing Law 153
 Section 12.8 Consent to Jurisdiction; Waivers 153
 Section 12.9 Costs and Expenses 154
 Section 12.10 No Proceedings 154
 Section 12.11 Recourse Against Certain Parties 155

     -iv-

 Section 12.12 Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances 156
 Section 12.13 Confidentiality 157
 Section 12.14 Execution in Counterparts; Severability; Integration 158
 Section 12.15 Waiver of Setoff 159
 Section 12.16 Assignments by the Lenders 159
 Section 12.17 Heading and Exhibits 161
 Section 12.18 Recognition of the U.S. Special Resolution Regimes 161
 Section 12.19 Intent of the Parties 161

     -v-

 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 Approval Notice
 EXHIBIT B Form of Officer’s Certificate as to Solvency
 EXHIBIT C Form of Officer’s Closing Certificate
 EXHIBIT D Form of Release of Underlying Instruments
 EXHIBIT E Form of Assignment of Underlying Instruments
 EXHIBIT F Form of Joinder Supplement
 EXHIBIT G Form of Section 2.13 Certificate
 EXHIBIT H [Reserved]
 EXHIBIT I Form of Loan Checklist

 SCHEDULES

 SCHEDULE I Legal Names
 SCHEDULE II Loan Schedule
 SCHEDULE III Agreed-Upon Procedures
 SCHEDULE IV Specified Participation Interests
 SCHEDULE V Industry Classification Group List

 ANNEXES

 ANNEX A Addresses for Notices
 ANNEX B Commitments
 ANNEX C Variable Defined Terms

     -vi-

 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 June 3, 2026, by and among:
 (1)     BARINGS PRIVATE CREDIT CORPORATION , a Maryland corporation, as Collateral Manager (the “ Collateral Manager ”);
 (2)     BPC FUNDING 2 LLC , a Delaware limited liability company, as borrower (the “ Borrower ”);
 (3)     BARINGS PRIVATE CREDIT CORPORATION , a Maryland corporation, as equityholder (the “ Equityholder ”);
 (4)     EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO (together with its respective successors and assigns in such capacity, each a “ Lender ” and, collectively, the “ Lenders ”);
 (5)     WELLS FARGO BANK, NATIONAL ASSOCIATION , as the swingline lender (together with its successors and assigns in such capacity, the “ Swingline Lender ”);
 (6)     WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ Wells Fargo ”), as the administrative agent hereunder (together with its successors and assigns in such capacity, the “ Administrative Agent ”) and as Co-Lead Manager;
 (7)     MUFG BANK, LTD. , as Co-Lead Manager;
 (8)     U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION , not in its individual capacity but as the collateral agent (together with its successors and assigns in such capacity, the “ Collateral Agent ”); and
 (9)     U.S. BANK NATIONAL ASSOCIATION , not in its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “ Collateral Custodian ”).
 RECITALS
 WHEREAS , the Borrower has requested that the Lenders extend credit hereunder by providing Commitments and making Advances (each as defined below) from time to time prior to the Reinvestment Period End Date (as defined below) 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 (as defined below);
     -1-

 WHEREAS , the Borrower and the Lenders have requested that U.S. Bank Trust Company, National Association act as the Collateral Agent and that U.S. Bank National Association act as the Collateral Custodian hereunder, with all covenants and agreements made by the Borrower herein being for the benefit and security of the Secured Parties, and the Collateral Agent and the Collateral Custodian accept such appointments and agree to perform the duties and obligations of the Collateral Agent and the Collateral Custodian, respectively, pursuant to the terms hereof; 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:
 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.
 “ Account ”: Any of the Australian Dollar Account, the Canadian Dollar Account, the Collateral Account, the Euro Account, the GBP Account, the Principal Collection Account, the Interest Collection Account, the Unfunded Exposure Account and any sub-accounts thereof deemed appropriate or necessary by the Collateral Agent or Securities Intermediary for convenience in administering such accounts.
 “ Accreted Interest ”: Interest accrued on a Loan that is added to the principal amount of such Loan instead of being paid as it accrues.
 “ Accrual Period ”: With respect to (a) the first Payment Date, the period from and including the Closing Date to and including the Determination Date immediately preceding the first Payment Date, and (b) any subsequent Payment Date, the period from but excluding the Determination Date preceding the previous Payment Date to and including the Determination Date preceding the current Payment Date (or, in the case of the final Accrual Period, to and including the Collection Date).
     -2-

 “ Adjusted Borrowing Value ”: For any Eligible Loan, on any date of determination, an amount equal to (i) the Assigned Value for such Eligible Loan on such date multiplied by (ii)(x) the Outstanding Balance of such Loan minus (y) the Excess Concentration Amount of such Loan; provided that, the parties hereby agree that the Adjusted Borrowing Value of any Loan that is no longer an Eligible Loan shall be zero.
 “ Administrative Agent ”: Wells Fargo, in its capacity as administrative agent, together with its successors and assigns, including any successor appointed pursuant to Section 11.6 .
 “ Administrative Expenses ”: All fees, expenses and indemnification payments (other than such amounts specified in Section 2.7(a)(1) , (a)(2) , (a)(3) , (a)(5) and (a)(8)(A) , Section 2.7(b)(1) , (b)(2) , (b)(3) , (b)(5)(i) and (b)(6) and Section 2.8(1) , (2) , (3) , (5) and (6)(ii) ) due or accrued and payable by the Borrower to any Person pursuant to any provision of any Transaction Document.
 “ Advance ”: Without duplication, each funding by the Lenders (including the Swingline Lender) hereunder (including each Advance and each Swingline Advance made pursuant to a Funding Notice and each advance made for the purpose of refunding the Swingline Lender for any Swingline Advance made pursuant to Section 2.21(a) ).
 “ Advance Date ”: With respect to any Advance, the date on which such Advance is made.
 “ Advances Outstanding ”: On any date of determination, 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; provided that, in each case, other than as explicitly set forth herein, if such Advances and repayments are denominated in an Alternative Currency, Advances Outstanding shall be measured in respect of the equivalent in Dollars of such amounts, determined by the Administrative Agent using the Spot Rate.
 “ Advisers Act ”: The United States Investment Advisers Act of 1940, as amended.
 “ Affected Party ”: The Administrative Agent, the Lenders, and each of their respective permitted assigns.
 “ 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 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 20.0% or more of the voting securities of such Person or to direct or cause the direction of
     -3-

 the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
 “ Agented Loan ”: Any Loan which is agented by a Person (other than the Borrower) on behalf of each lender that is at any time party to the related Underlying Instruments.
 “ Aggregate Borrowing Base ”: As of any Measurement Date, an amount equal to the least of:
 (a)    the sum of (i) the sum of the products, for each Eligible Loan (converted into Dollars using the Applicable Exchange Rate, if applicable) as of such date, of (A) the Applicable Percentage for each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date, plus (ii) the amount on deposit in the Principal Collection Account and the Principal Collections on deposit in the Australian Dollar Account, the Canadian Dollar Account, the Euro Account and the GBP Account (converted into Dollars using the Applicable Exchange Rate, if applicable) as of such date, minus (iii) the Unfunded Exposure Required Amount Shortfall (converted into Dollars using the Applicable Exchange Rate, if applicable);
 (b)    (i) the aggregate Adjusted Borrowing Value of all Eligible Loans (converted into Dollars using the Applicable Exchange Rate, if applicable) as of such date minus (ii)  the Minimum Equity Amount plus (iii) the amount on deposit in the Principal Collection Account and the Principal Collections on deposit in the Australian Dollar Account, the Canadian Dollar Account, the Euro Account and the GBP Account (converted into Dollars using the Applicable Exchange Rate, if applicable) as of such date, minus (iv) the Unfunded Exposure Required Amount Shortfall (converted into Dollars using the Applicable Exchange Rate, if applicable); and
 (c)    (i) the Facility Amount, minus (ii) the greater of (x) zero and (y) the Unfunded Exposure Amount (converted into Dollars using the Applicable Exchange Rate, if applicable).
 “ Agreement ”: The meaning specified in the Preamble.
 “ Alternative Currency ”: Each Available Currency other than Dollars.
 “ Alternative Currency Equivalent ”: Subject to Section 2.5, for any amount, at the time of determination thereof, with respect to any amount expressed in Dollars, the equivalent of such amount thereof in the applicable Alternative Currency as determined by the Administrative Agent in its sole discretion by reference to the most recent Spot Rate (as determined as of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.
 “ Anti-Corruption Laws ”: (a) The U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which the Borrower, the
     -4-

 Collateral Manager, the Seller, the Equityholder or any of their respective Subsidiaries or Related Parties is located or doing business.
 “ Anti-Money Laundering Laws ”: Applicable laws or regulations in any jurisdiction in which the Borrower, the Collateral Manager, the Seller, the Equityholder or any of their respective Subsidiaries or Related Parties are located or doing business 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 Exchange Rate ”: With respect to any Available Currency on any date of determination (x) for an actual currency exchange, the applicable currency-applicable currency spot rate obtained by the Collateral Agent through its FX desk at the time of such exchange, obtained upon the written direction of the Collateral Manager or (y) for all other purposes, the applicable currency-Dollar spot rate obtained by the Collateral Manager through customary banking channels on such date.
 “ Applicable Law ”: For any Person or property of such Person, all existing and future laws, rules, regulations (including temporary and final income tax regulations and FATCA), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority which are applicable to such Person or property (including, without limitation, predatory lending laws, usury laws, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Federal Truth in Lending Act, and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System), 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 Percentage ”: (a) In the case of a Middle Market Loan, 67.5%, (b) in the case of a First Lien Last-Out Loan, 45.0% and (c) in the case of a Second Lien Loan, 35.0%.
 “ Applicable Prime Rate ”: With respect to any Loan, the prime or base rate applicable to such Loan pursuant to the Underlying Instruments for such Loan.
 “ Applicable Reference Rate ”: (a) With respect to any Advances denominated in Dollars, Daily Simple SOFR, (b) with respect to any Advances denominated in Canadian Dollars, Term CORRA for the applicable Interest Period, (c) with respect to any Advances denominated in GBP, Daily Simple SONIA or (d) with respect to any Advances denominated in Euros or Australian Dollars, the applicable Eurocurrency Rate for the applicable Interest Period.
 “ Applicable Spread ”: 2.15% per annum ; provided that, upon the occurrence and during the existence of an Event of Default under Section 9.1(a)(ii) , 9.1(a)(iii) or 9.1(d) , or upon the occurrence and during the existence of any other Event of Default and at the request of the Administrative Agent, the Applicable Spread will increase by 2.00% per annum .
 “ Approval Notice ”: An approval notice substantially in the form of Exhibit A-5 hereto.
     -5-

 “ Approved Jurisdictions ”: Australia, Austria, Belgium, Bermuda, Canada, the Cayman Islands, Denmark, Finland, France, Germany, Guernsey, Jersey, Norway, Republic of Ireland, Luxembourg, The Netherlands, New Zealand, Sweden, Switzerland, the United Kingdom, the United States and any other country added with the prior written consent of the Administrative Agent in its sole discretion.
 “ Approved Prospective Lender ”: Any Person to whom an assignment can be made in accordance with Section 12.16 that (a) does not require the Borrower’s consent in accordance with Section 12.16 or (b) has received the consent of the Borrower in accordance with Section 12.16 .
 “ Assigned Value ”: With respect to each Loan, as of any date of determination, the lower of (i) the Purchase Price of such Loan and (ii) the value of such Loan (expressed as a percentage of par) as determined by the Administrative Agent in its sole discretion as of the related Cut-Off Date, in each case as indicated in the Approval Notice for the relevant Loan (the “ Initial Assigned Value ”), subject to the following terms:
 (a)    If an Assigned Value Adjustment Event with respect to such Loan occurs, the “Assigned Value” may be amended at any time thereafter by the Administrative Agent, in its sole discretion (but subject to the following clauses).
 (b)    Solely with respect to the occurrence of an Assigned Value Adjustment Event of the type described in clause (g) of the definition thereof, immediately after giving effect to any such reevaluation, the Assigned Value shall not be lower than the lower of (x) the Initial Assigned Value and (y) such value that would result in the Facility Attachment Ratio for such Loan (based upon such Loan’s Net Senior Leverage Ratio or Net Total Leverage Ratio, as applicable) being lower than the “Minimum Facility Attachment Ratio” specified therefore in accordance with the grid below:
     -6-

 Middle Market Loans

 Net Senior Leverage Ratio
 Minimum Facility Attachment Ratio

 Less than 4.25x
     2.90x

 Greater than or equal to 4.25x and less than 5.00x
     2.80x

 Greater than or equal to 5.00x and less than 6.00x
     2.70x

 Greater than or equal to 6.00x and less than 7.00x
     2.60x

 Greater than or equal to 7.00x and less than 8.00x
     2.40x

 Greater than or equal to 8.00x
     0.00x

 First Lien Last-Out Loans

 Net Senior Leverage Ratio
 Minimum Facility Attachment Ratio

 Less than 5.00x
 Facility Attachment Ratio as of the Cut-Off Date

 Greater than or equal to 5.00x and less than 6.00x
 Facility Attachment Ratio as of the Cut-Off Date less 0.25x

 Greater than or equal to 6.00x and less than 7.00x
 Facility Attachment Ratio as of the Cut-Off Date less 0.50x

 Greater than or equal to 7.00x
 0.00x

 Second Lien Loans

 Net Total Leverage Ratio
 Minimum Facility Attachment Ratio

 Less than 5.00x
 Facility Attachment Ratio as of the Cut-Off Date

 Greater than or equal to 5.00x and less than 6.00x
 Facility Attachment Ratio as of the Cut-Off Date less 0.25x

 Greater than or equal to 6.00x and less than 7.00x
 Facility Attachment Ratio as of the Cut-Off Date less 0.50x

 Greater than or equal to 7.00x
 0.00x

 Designated Loans

 Net Total Leverage Ratio
 Minimum Facility Attachment Ratio

 Less than 6.00x
 Lesser of (x) the Facility Attachment Ratio as of the Cut-Off Date and (y) 2.00x

 Greater than or equal to 6.00x
 0.00x

 (c)    At the time of approval of each Loan, the Administrative Agent in its sole discretion shall designate any applicable Loan as a “Designated Loan” for purposes of determining the Assigned Value of such Loan in reference to the Minimum Facility Attachment Ratios set forth in this definition of “Assigned Value”.
     -7-

 (d)    After the occurrence or during an ongoing Assigned Value Adjustment Event, the Borrower may request, or the Administrative Agent may apply absent a Borrower request, an increase to the Assigned Value, up to the Initial Assigned Value.
 (e)    At any time, the Borrower may request a revaluation of any Eligible Loan with an Assigned Value less than 100% (whether or not an Assigned Value Adjustment Event has occurred and is continuing with respect to such Eligible Loan) and the Administrative Agent may adjust the applicable Assigned Value to the least of (i) its discretionary Assigned Value (not to be less than the existing Assigned Value) and (ii) 100%; provided that, any such increase in the applicable Assigned Value may be conditioned on a reset of the Cash Interest Coverage Ratio and/or the Net Senior Leverage Ratio or Net Total Leverage Ratio, as applicable, as of such date for the related Eligible Loan.
 “ Assigned Value Adjustment Event ”: With respect to any Eligible Loan, each occurrence of any one or more of the following events after the related Cut-Off Date:
 (a)    an Obligor payment default in the payment of principal or interest under such Loan (after giving effect to any applicable grace or cure periods, but in any case, not to exceed five (5) Business Days);
 (b)    the occurrence of an Insolvency Event with respect to the related Obligor;
 (c)    (x) the Collateral Manager determines in accordance with the Collateral Manager Standard that such Eligible Loan is on non-accrual status or not collectable or (y) any or all of the principal amount due under such Eligible Loan is reduced or forgiven;
 (d)    the failure to deliver a “loan level” financial reporting package to the Administrative Agent no later than sixty (60) days after the end of each fiscal quarter (other than the fiscal quarter coinciding with the fiscal year end) and one hundred fifty (150) days after the end of each fiscal year; provided that an Assigned Value Adjustment Event arising pursuant to this clause (d) shall be deemed cured upon the subsequent delivery of the applicable financial statement reporting package so long as such reporting package (which may be included in other financial information) does not contain financial information that would be material and adverse to the value of the applicable Loan;
 (e)    an Obligor default under such Loan, together with the election by any agent or lender (including, without limitation, the Borrower) to accelerate such Loan or to enforce any of their respective rights or remedies under the applicable UCC or by other institution of legal or equitable proceedings, in each case pursuant to the applicable underlying instruments;
 (f)    the Cash Interest Coverage Ratio for any Relevant Test Period of the related Obligor with respect to such Loan is both (i) less than 1.50x and (ii) 85.0% or less
     -8-

 of the Original Cash Interest Coverage Ratio with respect to such Loan as calculated on the applicable Cut-Off Date; provided that in connection with any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent may retroactively adjust the Cash Interest Coverage Ratio for any Loan as determined on the related Cut-Off Date;
 (g)    the Net Senior Leverage Ratio (or, with respect to any Second Lien Loan or Designated Loan, the Net Total Leverage Ratio) for any Relevant Test Period of the related Obligor with respect to such Loan is both (i) greater than 3.50x and (ii) greater than 0.75x higher than such ratio as calculated on the related Cut-Off Date; provided that in connection with any Revenue Recognition Implementation or any Operating Lease Implementation, the Administrative Agent may retroactively adjust the Net Senior Leverage Ratio or the Net Total Leverage Ratio for any Loan as determined on the related Cut-Off Date;
 (h)    the “fair market value” for such Loan (as reported in the Equityholder’s most recent quarterly financial statements) is less than 90.0%; and
 (i)    the occurrence of a Material Modification with respect to such Loan that is not approved in writing by the Administrative Agent in its sole discretion.
 For the avoidance of doubt, an Eligible Loan shall not cease to be an Eligible Loan solely as a result of a change in Assigned Value pursuant to an Assigned Value Adjustment Event, but shall remain an Eligible Loan at the new Assigned Value.
 “ Australian Dollar Account ”: Collectively, each Securities Account and any sub-accounts created and maintained on the books and records of the Securities Intermediary for the deposit of Australian Dollars in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of the Secured Parties.
 “ Australian Dollar Borrowing Base ”: As of any Measurement Date, an amount equal to the aggregate sum of (i) the sum of the products, for each Eligible Loan denominated in Australian Dollars as of such date, of (A) the Applicable Percentage for each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date, plus (ii) the amount of Australian Dollars that are Principal Collections on deposit in the Australian Dollar Account as of such date, minus (iii) the Unfunded Exposure Required Amount with respect to Eligible Loans denominated in Australian Dollars, plus (iv) the amount of Australian Dollars that are Unfunded Exposure Collections on deposit in the Australian Dollar Account.
 “ Australian Dollars ”: The lawful currency of Australia.
 “ Available Currency ”: Dollars, Australian Dollars, Canadian Dollars, Euros and GBP.
     -9-

 “ Available Funds ”: With respect to any Payment Date, all amounts on deposit in the Collection Account (including, without limitation, any Collections) as of the last day of the related Accrual Period, other than (a) Excluded Amounts and (b) to the extent such amounts are not required to pay amounts specified in Section 2.7(a)(1) through (6) (or their equivalent Sections in 2.7(b) and 2.8), amounts designated for the purchase of Eligible Loans pursuant to Section 2.14 for which the settlement date has not occurred.
 “ Available Tenor ”: As of any date of determination and with respect to any then-current Benchmark for any Available 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 “Interest Period” pursuant to Section 2.19(d) .
 “ Bankruptcy Code ”: The United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq. ), as amended from time to time.
 “ Base Rate ”: For any day, the rate per annum (rounded upward, if necessary, to the next 1/100 of 1%) equal to the greatest of (a) the Floor, (b) the Federal Funds Rate in effect on such day plus ½ of 1% and (c) the Prime Rate in effect on such day.
 “ BBSY ”: The meaning specified in the definition of “Eurocurrency Rate”.
 “ Benchmark ”: Initially, with respect to an Available Currency, the Applicable Reference Rate; provided that if a Benchmark Transition Event with respect to such Applicable Reference Rate has occurred, then “Benchmark” means, with respect to the Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, such Available Currency, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.19 .
 “ Benchmark Replacement ”: With respect to any Benchmark Transition Event for any then-current Benchmark applicable to an Available Currency, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark, giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for syndicated credit facilities denominated in the applicable Available Currency at such time and (b) the related Benchmark Replacement Adjustment, if any; 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 purposes of this Agreement and the other Transaction Documents.
 “ Benchmark Replacement Adjustment ”: With respect to any replacement of any then-current Benchmark applicable to an Available Currency with an 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
     -10-

 Administrative Agent and the Borrower 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 Available Currency at such time.
 “ Benchmark Replacement Date ”: The earlier to occur of the following events with respect to the then-current Benchmark for any Available Currency:
 (a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) 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 such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or
 (b)    in the case of clause (c) of the definition of “Benchmark Transition Event,” 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) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) 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, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred 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).
 “ Benchmark Transition Event ”: With respect to the then-current Benchmark for any Available Currency, the occurrence of one or more of the following events with respect to such Benchmark:
 (a)    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
     -11-

 such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);
 (b)    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 Federal Reserve Board, the Federal Reserve Bank of New York, the central bank for the Available 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
 (c)    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 not, or as of a specified future date will not be, representative.
 For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” 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).
 “ Benchmark Transition Start Date ”: Following the occurrence of a Benchmark Transition Event with respect to any then-current Benchmark for any Available Currency, the earlier of (a) the applicable Benchmark Replacement Date and (b) 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).
 “ Benchmark Unavailability Period ”: With respect to any then-current Benchmark for any Available Currency, the period (if any) (x) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark 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 2.19(a) 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 2.19(a) .
     -12-

 “ Beneficial Ownership Certification ”: 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.
 “ Beneficial Ownership Regulation ”: 31 C.F.R. § 1010.230.
 “ BHC Act Affiliate ”: The meaning assigned to the term “affiliate” in, and interpreted in accordance with, 12 U.S.C. § 1841(k).
 “ Borrower ”: The meaning specified in the Preamble.
 “ Borrower’s Notice ”: Any (a) Funding Notice or (b) Reinvestment Notice.
 “ Borrowing Base Certificate ”: A certificate setting forth the calculation of each Borrowing Base as of each Measurement Date, in the form of Exhibit A-4 , prepared by the Collateral Manager.
 “ Borrowing Base Deficiency ”: A condition occurring on any Measurement Date on which the Advances Outstanding exceed the Aggregate Borrowing Base.
 “ Borrowing Base Deficiency (Currency) ”: With respect to the Borrowing Base denominated in any Available Currency, a condition occurring on any Measurement Date on which, (a) as to the Canadian Dollar Borrowing Base, the Advances Outstanding in Canadian Dollars exceed the Canadian Dollar Borrowing Base, (b) as to the Dollar Borrowing Base, the Advances Outstanding in Dollars exceed the Dollar Borrowing Base, (c) as to the Euro Borrowing Base, the Advances Outstanding in Euros exceed the Euro Borrowing Base, (d) as to the GBP Borrowing Base, the Advances Outstanding in GBP exceed the GBP Borrowing Base or (e) as to the Australian Dollar Borrowing Base, the Advances Outstanding in Australian Dollars exceed the Australian Dollar Borrowing Base.
 “ Borrowing Bases ”: Collectively, the Aggregate Borrowing Base, the Australian Dollar Borrowing Base, the Canadian Dollar Borrowing Base, the Dollar Borrowing Base, the Euro Borrowing Base and the GBP Borrowing Base.
 “ Breakage Costs ”: With respect to any Lender, any amount or amounts as shall compensate such Lender for any loss, cost or expense incurred by such Lender (as determined by the applicable Lender in such Lender’s sole discretion) as a result of a prepayment by the Borrower of Advances Outstanding or Interest or the recission of a Repayment Notice in accordance with Section 2.3 . 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 delivered by the Administrative Agent to the Borrower pursuant to a written notice setting forth in reasonable detail the basis for and the computations of such loss, cost or expense, shall be in form satisfactory to the Administrative Agent and shall be conclusive absent manifest error. For the
     -13-

 avoidance of doubt, no Breakage Costs shall be due in connection with a prepayment or repayment by the Borrower of any Daily Simple RFR Advance or Swingline Advance.
 “ Business Day ”: Any day (other than a Saturday or a Sunday) on which banks are not required or authorized to be closed in New York, New York; Charlotte, North Carolina; or the United States location of the Collateral Agent’s or the Collateral Custodian’s Corporate Trust Office; provided that, if any determination of a Business Day shall relate to an Advance bearing interest at (w), Daily Simple SOFR, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day, (x) Term CORRA, the term “Business Day” shall also exclude any day that is not a CORRA Business Day, (y) Daily Simple SONIA, the term “Business Day” shall also exclude any day that is not a SONIA Business Day and (z) a Eurocurrency Rate, the term “Business Day” shall also exclude any day that is not a Eurocurrency Business Day. For avoidance of doubt, if the offices of the Collateral Agent are authorized by applicable law, regulation or executive order to close on any day but such offices remain open on such day, such day shall not be a “Business Day.”
 “ Canadian Dollar Account ”: Collectively, each Securities Account and any sub-accounts created and maintained on the books and records of the Securities Intermediary for the deposit of Canadian Dollars in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of the Secured Parties.
 “ Canadian Dollar Borrowing Base ”: As of any Measurement Date, an amount equal to the aggregate sum of (i) the sum of the products, for each Eligible Loan denominated in Canadian Dollars as of such date, of (A) the Applicable Percentage for each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date, plus (ii) the amount of Canadian Dollars that are Principal Collections on deposit in the Canadian Dollar Account as of such date, minus (iii) the Unfunded Exposure Required Amount with respect to Eligible Loans denominated in Canadian Dollars, plus (iv) the amount of Canadian Dollars that are Unfunded Exposure Collections on deposit in the Canadian Dollar Account.
 “ Canadian Dollars ”: The lawful currency for the time being of Canada.
 “ Capital Stock ”: Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, partnership, statutory trust or a limited liability company, 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.
 “ Cash Interest Coverage Ratio ”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Cash Interest Coverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Cash Interest Coverage Ratio” or comparable definition, the ratio of (i) EBITDA to (ii) Cash Interest Expense of such Obligor as of such Relevant Test Period, as calculated by the Collateral Manager (on behalf of the Borrower) in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per
     -14-

 the requirements of the applicable Underlying Instruments; provided that the Cash Interest Coverage Ratio for any Loan as of the Cut-Off Date may be calculated on a pro forma basis by the Collateral Manager in good faith and in accordance with the Collateral Manager Standard.
 “ Cash Interest Expense ”: With respect to any Obligor for any period, the amount which, in conformity with GAAP, would be set forth opposite the caption “interest expense” (exclusive of any Accreted Interest that, according to the term of the Underlying Instruments, can never be converted to cash interest that is due and payable prior to maturity) or any like caption reflected on the most recent financial statements delivered by such Obligor to the Borrower for such period.
 “ Certificated Security ”: The meaning specified in Section 8-102(a)(4) of the UCC.
 “ Change of Control ”: The occurrence of any of the following events with respect to the Borrower, the Equityholder or the Collateral Manager, as applicable: (a) with respect to the Borrower, the Equityholder ceases to own, of record, beneficially and directly, 100% of the Capital Stock of the Borrower or (b) with respect to the Equityholder or the Collateral Manager, Barings LLC or a Qualified Affiliate thereof ceases to be the investment adviser to, and otherwise control the investment management and investment policies of, the Equityholder or the Collateral Manager. For purposes of this definition, “control,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, actions or policies of a Person, whether through voting rights, ownership rights, by contract or otherwise.
 “ Clearing Agency ”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.
 “ Clearing Corporation ”: The meaning specified in Section 8-102(a)(5) of the UCC.
 “ Closing Date ”: June 3, 2026.
 “ Co-Lead Manager ”: Each of Wells Fargo and MUFG Bank, Ltd.
 “ Code ”: The Internal Revenue Code of 1986, as amended from time to time.
 “ Collateral ”: All of the Borrower’s right, title and interest in, to and under (in each case, whether now owned or existing, or hereafter acquired or arising) all “Accounts” (as defined in the UCC), General Intangibles, Instruments and Investment Property and:
 (a)    all Loans, Permitted Investments and Equity Securities, all payments thereon or with respect thereto and all contracts to purchase, commitment letters, confirmations and due bills relating to any Loans, Permitted Investments or Equity Securities;
 (b)    the Accounts and all cash and Financial Assets credited thereto and all income from the investment of funds therein;
     -15-

 (c)    all Transaction Documents;
 (d)    all funds held in the Collateral Accounts (other than Excluded Amounts);
 (e)    all accounts, accessions, profits, income benefits, proceeds, substitutions and replacements, whether voluntary or involuntary, of and to any of the property of the Borrower described in the preceding clauses; and
 (f)    any and all other property of any type or nature owned by it;
 provided , that the “Collateral” shall not include amounts paid to (or on behalf of) the Borrower pursuant to Section 2.7(a)(10) , Section 2.7(b)(11) or Section 2.8(11) or any account or accounts owned by the Borrower used solely for the purpose of holding such amounts or (B) any assets received by way of workouts and restructurings on assets owned by the Borrower that would otherwise be included as Collateral but for the express terms of (x) any contractual obligations applicable to such asset or property or (y) Applicable Law (other than to the extent that any such term would be rendered ineffective pursuant to Applicable Law) that, in each case, prohibits the grant to the Collateral Agent, for the benefit of the Secured Parties, of a security interest in and to such asset or property; provided , further that the Borrower shall use commercially reasonable efforts to sell, transfer or dispose of any such assets excluded from Collateral pursuant to this clause (B) and the proceeds of any such sale, transfer or disposition shall be deposited into the applicable Collection Account as “Collateral”.
 “ Collateral Account ”: Collectively, each Securities Account and any sub-accounts created and maintained on the books and records of the Securities Intermediary entitled “Collateral Account” in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of the Secured Parties.
 “ Collateral Agent ”: U.S. Bank Trust Company, National Association, 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 .
 “ Collateral Agent Fee ”: The fees, expenses and indemnities payable to the Collateral Agent and Securities Intermediary (including legal fees and expenses) set forth as such in the Collateral Agent Fee Letter and as provided for in this Agreement or any other Transaction Document.
 “ Collateral Agent Fee Letter ”: The fee schedule as acknowledged by the Borrower as it pertains to the Collateral Agent Fee and the Collateral Custodian Fee.
 “ Collateral Agent Termination Notice ”: The meaning specified in Section 7.5 .
 “ Collateral Custodian ”: U.S. Bank National Association, not in its individual capacity, but solely as Collateral Custodian, its successor in interest pursuant to Section 13.3 or such Person as shall have been appointed Collateral Custodian pursuant to Section 13.5 .
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 “ Collateral Custodian Corporate Trust Office ”: The applicable designated corporate trust office of the Collateral Custodian specified on Annex A hereto, or such other address within the United States as the Collateral Custodian may designate from time to time by at least thirty (30) days prior written notice to the Administrative Agent.
 “ Collateral Custodian Fee ”: The fees, expenses and indemnities owing to the Collateral Custodian (including legal fees and expenses) set forth as such in the Collateral Custodian Fee Letter and as provided for in this Agreement or any other Transaction Document.
 “ Collateral Custodian Fee Letter ”: The Collateral Agent Fee Letter.
 “ Collateral Custodian Termination Notice ”: The meaning specified in Section 13.5 .
 “ Collateral Management Fee ”: The fee payable to the Collateral Manager on each Payment Date in arrears in respect of each Accrual Period pursuant to Sections 2.7(a)(2) and (b)(2) or Section 2.8(2) , as applicable, which fee shall be equal to the product of (a) the average of the sum of the Adjusted Borrowing Value of each Loan as of (x) the first day of such Accrual Period and as of (y) the last day of such Accrual Period multiplied by (b) a rate equal to 0.50% per annum .
 “ Collateral Manager ”: The meaning specified in the Preamble.
 “ Collateral Manager Standard ”: The meaning specified in Section 6.2(e) .
 “ Collateral Manager Termination Event ”: The occurrence of any one of the following:
 (a)    any failure by the Collateral Manager to deposit (or caused to be deposited) into the Collection Account any Collections received by it in accordance with Section 2.9(a) and the same continues unremedied for three (3) Business Days (or, to the extent such failure is due to an administrative error by the Collateral Agent, for five (5) Business Days following the earlier of (i) the date on which written notice of such error shall have been given to the Collateral Manager and (ii) the date on which a Responsible Officer of the Collateral Manager acquires actual knowledge thereof);
 (b)    any failure on the part of the Collateral Manager to duly observe or perform (in accordance with the Collateral Manager Standard) in any material respect (or, if qualified by materiality or Material Adverse Effect or any similar term, in any respect) the covenants or agreements of the Collateral Manager set forth in any Transaction Document to which the Collateral Manager is a party which failure continues unremedied (if such failure can be remedied) for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure shall have been delivered to the Collateral Manager by any Lender or the Borrower, and (ii) the date on which a Responsible Officer of the Collateral Manager acquires knowledge thereof;
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 (c)    an Insolvency Event shall occur with respect to the Collateral Manager;
 (d)    with respect to the Collateral Manager, either (i) the occurrence of a Change of Control or (ii) the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets of the Collateral Manager or a change of control of the Collateral Manager that is deemed to be an assignment within the meaning of Section 202(a)(1) of the 1940 Act;
 (e)    any failure by the Collateral Manager to deliver any Required Report or any other reports or other information required to be delivered by it under the express terms of this Agreement or any other information reasonably requested by the Administrative Agent related to the Borrower or the Collateral Manager within three (3) Business Days after the date such report is required to be made or given, as the case may be, in each case under the terms of this Agreement, or after such request for information is delivered to the Collateral Manager by the Administrative Agent;
 (f)    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 which continues to be unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such inaccuracy shall have been given to the Collateral Manager by any Lender or the Borrower and (ii) the date on which a Responsible Officer of the Collateral Manager acquires knowledge thereof;
 (g)    the rendering against the Collateral Manager of one or more final judgments, decrees or orders by a court of competent jurisdiction for the payment of money in excess of $25,000,000, individually or in the aggregate, solely to the extent such payments are not covered by insurance, and the Collateral Manager shall not have either (i) satisfied, discharged or provided for the discharge of any such judgment, decree or order dismissed within sixty (60) days or (ii) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be stayed during the pendency of the appeal;
 (h)    the failure of the Collateral Manager to make any payment when due (after giving effect to any related grace period) under one or more agreements in an aggregate amount in excess of $25,000,000, individually or in the aggregate, or the occurrence of any event if the effect of such event is to accelerate or permit the acceleration of such amount of such recourse debt, whether or not waived;
 (i)    the occurrence of an Event of Default;
 (j)    Barings LLC or a Qualified Affiliate at any time fails to be a registered investment adviser under the Advisers Act;
 (k)    the occurrence of a Permanent BDC Asset Coverage Event;
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 (l)    any other event (i) which has caused, or which may cause, a Material Adverse Effect on the assets, liabilities, financial condition, business or operations of the Collateral Manager or (ii) which has caused, or which would reasonably be expected to cause, a Material Adverse Effect on the ability of the Collateral Manager to meet its obligations under the Transaction Documents to which it is a party; or
 (m)    Barings Private Credit Corporation or a Qualified Affiliate ceases to be the Collateral Manager or assigns any of its rights or obligations as “Collateral Manager” under any Transaction Document to any Person without the prior written consent of the Administrative Agent.
 “ Collateral Manager Termination Notice ”: The meaning specified in Section 6.11 .
 “ Collection Account ”: Collectively, the Interest Collection Account and the Principal Collection Account.
 “ Collection Date ”: The date on which the Obligations have been irrevocably paid in full in accordance with Section 2.3(b) and Section 2.7 or 2.8 , as applicable, and the Commitments have been irrevocably terminated in full pursuant to Section 2.3(a) or as a result of the end of the Reinvestment Period.
 “ Collections ”: (a) All cash collections and other cash proceeds of any Loan, including, without limitation or duplication, any Interest Collections, Principal Collections, amendment fees, late fees, prepayment fees, waiver fees or other amounts received in respect thereof (but excluding any Excluded Amounts) and (b) earnings on Permitted Investments or otherwise in any Account.
 “ Commitment ”: With respect to each Lender, (a) prior to the end of the Reinvestment Period, the commitment of such Lender to make Advances in accordance herewith prior to the Reinvestment Period End Date, in an amount not to exceed the Facility Amount and, for each Lender, the amount opposite such Lender’s name set forth on Annex B hereto or on Schedule I to the Joinder Supplement relating to each such Lender, (b) on or after the end of the Reinvestment Period, its Pro Rata Share of the Advances Outstanding and (c) on or after the Termination Date, zero.
 “ Commitment Reduction Fee ”: With respect to any reduction of the Facility Amount pursuant to Section 2.3(a) , an amount equal to the product of (a) the amount of such reduction multiplied by (b)(x) from the Closing Date to the twelve-month anniversary of the Closing Date, 1.00%, (y) from the twelve-month anniversary of the Closing Date to the twenty-four month anniversary of the Closing Date, 0.50% and (z) thereafter, 0.00%.
 “ Concentration Limitations ”: As of any date of determination, the following limitations (calculated without duplication) as applied to the Outstanding Balance of all Eligible Loans owned (or, in relation to a proposed purchase of an Eligible Loan, proposed to be owned) by the Borrower:
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 (a)    the aggregate Outstanding Balance of all Eligible Loans which pay interest at a fixed rate shall not exceed the greater of (i) the applicable amount set forth on Annex C and (ii) 10.0% of the aggregate Outstanding Balance of all Eligible Loans;
 (b)    the aggregate Outstanding Balance of all Eligible Loans that are First Lien Last-Out Loans or Second Lien Loans shall not collectively exceed the greater of (i) the applicable amount set forth on Annex C and (ii) 15.0% of the aggregate Outstanding Balance of all Eligible Loans;
 (c)    the aggregate Outstanding Balance of all Eligible Loans with Obligors (or Underlying Assets) domiciled or located outside of the United States shall not exceed the greater of (i) the applicable amount set forth on Annex C and (ii) 20.0% of the aggregate Outstanding Balance of all Eligible Loans;
 (d)    the aggregate Outstanding Balance of all Eligible Loans to any single Obligor (measured cumulatively with its Affiliates) shall not exceed the applicable amounts set forth on Annex C;
 (e)    the sum of the aggregate Outstanding Balance and Exposure Amounts of Eligible Loans that are Revolving Loans and the Exposure Amounts of Eligible Loans that are Delayed Draw Loans do not collectively exceed 10.0% of the aggregate Outstanding Balance and Exposure Amounts of all Eligible Loans;
 (f)    the aggregate Outstanding Balance of all Eligible Loans that are Partial PIK Loans as of their related Cut-Off Dates shall not exceed the greater of (i) the applicable amount set forth on Annex C and (ii) 15.0% of the aggregate Outstanding Balance of all Eligible Loans;
 (g)    the aggregate Outstanding Balance of all Eligible Loans denominated in an Alternative Currency shall not exceed the greater of (i) the applicable amount set forth on Annex C and (ii) 20.0% of the aggregate Outstanding Balance of all Eligible Loans;
 (h)    the aggregate Outstanding Balance of all Eligible Loans which pay interest in cash less frequently than quarterly shall not exceed the greater of (i) the applicable amount set forth on Annex C and (ii) 10.0% of the aggregate Outstanding Balance of all Eligible Loans;
 (i)    the aggregate Outstanding Balance of all Eligible Loans (other than Software Loans) included in a single Industry Classification Group shall not exceed the greater of (i) the applicable amount set forth on Annex C and (ii)(A) 30.0% for the largest Industry Classification Group, (B) 25.0% for the second largest Industry Classification Group and (C) 20.0% for each remaining Industry Classification Group; and
 (j)    the aggregate Outstanding Balance of all Software Loans shall not exceed the greater of (I) the applicable amount set forth on Annex C and (II) 15.0% of the aggregate Outstanding Balance of all Eligible Loans.
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 “ Conforming Changes ”: With respect to the use or administration of any Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “CORRA Business Day,” the definition of “SONIA Business Day,” the definition of “Eurocurrency Business Day,” the definition of “Accrual Period”, the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and 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 any such rate or to permit the use and 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 any such rate exists, in such other manner of administration as the Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).
 “ Connection Income Taxes ”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
 “ Contractual Obligation ”: With respect to any Person, any provision of any securities issued by such Person or any 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.
 “ Control ”: The possession, directly or indirectly, of either or both of (a) the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise and/or (b) 50% or more of the equity interests in a Person.
 “ Controlled Affiliate ”: With respect to the Equityholder, any operating company, investment vehicle or fund (or similar Person) that directly or indirectly controls or is controlled by (or, subject to the following proviso, under common control with) the Equityholder, but excluding any special purpose subsidiary that is structured to be bankruptcy-remote; provided that, for purposes of this definition, “common control” shall not include any relationship that exists solely as a result of the direct or indirect ownership or control by a common Financial Sponsor, investment advisor or investment manager.
 “ Corporate Trust Office ”: 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 at least thirty (30) days prior written notice to the Administrative Agent.
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 “ CORRA ”: A rate equal to the Canadian Overnight Repo Rate Average as administered by the CORRA Administrator.
 “ CORRA Administrator ”: The Bank of Canada, or a comparable or successor administrator approved by the Administrative Agent.
 “ CORRA Business Day ”: Any day (other than a Saturday or a Sunday) on which banks are not required or authorized to be closed in Toronto.
 “ Covenant Compliance Period ”: The period beginning on the Closing Date and ending on the date on which all Commitments have been terminated and the Obligations have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted).
 “ Covered Party ”: Any Secured Party that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” 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 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).
 “ Cut-Off Date ”: With respect to each Loan, the date such Loan is acquired by the Borrower.
 “ Daily Simple RFR Advance ”: Any Advance that bears interest at a rate based on Daily Simple SOFR or Daily Simple SONIA.
         “ Daily Simple SOFR ”: For any day (a “ SOFR Rate Day ”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “ SOFR Determination Day ”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 p.m. on the second (2 nd ) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days; provided further that in no event shall Daily Simple SOFR determined pursuant to this sentence be less than the Floor. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.
     -22-

         “ Daily Simple SONIA ”: For any day (a “ SONIA Rate Day ”), a rate per annum equal to the greater of (a) SONIA for the day (such day, a “ SONIA Determination Day ”) that is five (5) SONIA Business Days prior to (i) if such SONIA Rate Day is a SONIA Business Day, such SONIA Rate Day or (ii) if such SONIA Rate Day is not a SONIA Business Day, the SONIA Business Day immediately preceding such SONIA Rate Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website, and (b) the Floor. If by 5:00 p.m. (London time) on the second (2nd) SONIA Business Day immediately following any SONIA Determination Day, SONIA in respect of such SONIA Determination Day has not been published on the SONIA Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SONIA has not occurred, then SONIA for such SONIA Determination Day will be SONIA as published in respect of the first preceding SONIA Business Day for which such SONIA was published on the SONIA Administrator’s Website; provided that any SONIA determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SONIA for no more than three (3) consecutive SONIA Rate Days; provided further that in no event shall Daily Simple SONIA determined pursuant to this sentence be less than the Floor. Any change in Daily Simple SONIA due to a change in SONIA shall be effective from and including the effective date of such change in SONIA without notice to the Borrower.
 “ Default ”: Any event that, with the giving of notice or the lapse of time, or both, would become an Event of Default.
 “ Default Right ”: The meaning assigned to that term in, and interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
 “ Defaulting Lender ”: Any Lender that (i) has failed to fund any portion of the Advances or participations in Swingline Advances required to be funded by it hereunder within one (1) Business Day 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, other than pursuant to an Undisclosed Administration, 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.
 “ Delayed Draw Loan ”: A Loan that requires one or more future advances to be made by the Borrower and which 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.
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 “ Designated Loan ”: Any Loan that the Administrative Agent, in its sole discretion, designates on the related Approval Notice as a “Designated Loan”.
 “ Determination Date ”: The last day of each calendar month.
 “ DIP Loan ”: A Loan made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens.
 “ Discretionary Sale ”: The meaning specified in Section 2.14(c) .
 “ Disqualified Institution ”: Any (a)(i) Person (including a fund or “business development company”) that devotes a significant portion of its business resources on credit lending, (ii) hedge fund or (iii) specialty finance company, (b) any Person controlled by, or controlling, or under common control with, a Person referred to in clause (a) above or (c) any Person that serves as an investment advisor with discretionary investment authority to a Person referred to in clause (a) above; provided that, in no event shall the term “Disqualified Institution” include any commercial bank, investment bank or insurance company (but excluding, for the avoidance of doubt, any entity that meets the requirements of clause (a) above that is affiliated with or managed by any commercial bank, investment bank or insurance company).
 “ Disruption Event ”: The occurrence of any of the following with respect to an Available Currency: (a) any Lender shall have notified the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower 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 such Available Currency in the applicable interbank market to fund any Advance, (b) any Lender shall have notified the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower of the inability, for any reason, of such Lender to determine the Benchmark then-applicable to such Available Currency, (c) any Lender shall have notified the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower of a determination by such Lender that the rate at which deposits of such Available Currency are being 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, or (d) any Lender shall have notified the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower of the inability of such Lender, as applicable, to obtain such Available Currency to make, fund or maintain any Advance.
 “ Dollar Borrowing Base ”: As of any Measurement Date, an amount equal to the aggregate sum of (i) the sum of the products, for each Eligible Loan denominated in Dollars as of such date, of (A) the Applicable Percentage for each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date, plus (ii) the amount of Dollars on deposit in the Principal Collection Account as of such date, minus (iii) the Unfunded Exposure Required Amount with respect to Eligible Loans denominated in Dollars, plus (iv) the amount of Dollars on deposit in the Unfunded Exposure Account.
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 “ Dollar Equivalent ”: Subject to Section 2.5 , for any amount, at the time of determination thereof: (a) with respect to any amount denominated in Dollars, such amount; and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time in its sole discretion by reference to the most recent Spot Rate for such Alternative Currency (as determined as of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.
 “ Dollars ” and “ $ ”: The lawful currency of the United States.
 “ EBITDA ”: With respect to the Relevant Test Period with respect to the related Loan, the meaning of “EBITDA,” “Adjusted EBITDA” or any comparable definition in the Underlying Instruments for such Loan, and in any case that “EBITDA,” “Adjusted EBITDA” or such comparable definition is not defined in such Underlying Instruments, an amount, for the principal Obligor on such Loan and any parent that is obligated pursuant to the Underlying Instruments for such Loan and such Obligor’s subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP and also on a pro forma basis as determined by the Collateral Manager in good faith and in accordance with the Collateral Manager Standard in case of any acquisitions or other strategic transactions) equal to earnings from continuing operations for such period plus (a) cash interest expense, (b) income and franchise taxes, (c) depreciation and amortization for such Relevant Test Period (to the extent deducted in determining earnings from continuing operations for such period), (d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs) and, to the extent not otherwise included in the foregoing clause (c), other non-cash charges and organization costs, (e) extraordinary losses in accordance with GAAP, (f) one-time, non-recurring non-cash charges consistent with the compliance statements and financial reporting packages provided by the Obligors, (g) any other customary add-backs for similarly-situated obligors the Collateral Manager deems to be appropriate in accordance with the Collateral Manager Standard and (h) any other item the Borrower (or the Collateral Manager) and the Administrative Agent mutually deem to be appropriate; provided that with respect to any Obligor for which four full fiscal quarters of financial data are not available, EBITDA shall be determined for such Obligor based on annualizing the financial data from the reporting periods actually available.
 “ Elevation ”: An elevation of a Specified Participation Interest in accordance with the terms of the related participation agreement.
 “ Elevation Date ”: The date on which an Elevation occurs with respect to a Specified Participation Interest.
 “ Eligible Loan ”: Each Loan (A) for which the Administrative Agent, the Collateral Agent and the Collateral Custodian have received on or prior to the related Cut-Off Date (or will receive within five (5) Business Days after such Cut-Off Date) the related Required Loan Documents; (B) with respect to which the Administrative Agent has executed an Approval Notice in its sole discretion on or prior to the related Cut-Off Date; and (C) that satisfies each of the following eligibility requirements (unless the Administrative Agent in its sole discretion agrees to waive any such eligibility requirement with respect to such Loan):
     -25-

 (a)    such Loan is a Middle Market Loan, a First Lien Last-Out Loan, or a Second Lien Loan which has either been originated by the Borrower or assigned to the Borrower pursuant to (a) an assignment agreement either (i) complying with the related Underlying Instruments or (ii) on the LSTA standard assignment form or (b) with respect to any Specified Participation Interest, a participation agreement;
 (b)    such Loan is denominated and payable in an Available Currency (or any other currency approved by the Administrative Agent in its sole discretion) and does not permit the currency in which such Loan is payable to be changed other than to an Available Currency;
 (c)    payments under such Loan will not subject the Borrower to any withholding tax (other than withholding tax on (x) amendment, waiver, consent and extension fees and (y) commitment fees and other similar fees) unless the Obligor thereon is required under the terms of the related Underlying Instrument to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis;
 (d)    such Loan does not contain any restrictions on transferability or assignment and is capable of being transferred or assigned to the Administrative Agent, or another bank or financial institution, subject only to usual and customary restrictions;
 (e)    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;
 (f)    such Loan is not a DIP Loan or, unless such Loan is a Partial PIK Loan, a PIK Loan;
 (g)    such Loan is not principally secured by real estate;
 (h)    [reserved];
 (i)    as of the related Cut-Off Date, such Loan is not delinquent in any payments required to be paid thereunder and is not a debt obligation whose repayment is subject to material non-credit related risk (for example, a Loan the payment of which is expressly contingent upon the nonoccurrence of a catastrophe) as reasonably determined by the Collateral Manager in accordance with the Collateral Manager Standard;
 (j)    as of the related Cut-Off Date, such Loan and any Underlying Assets (or, with respect to clauses (ii) and (iii), the acquisition thereof or the pledge thereof by the Borrower) (i) have not, and will not, be used by the related Obligor in any manner or for any purpose that would result in any material risk of liability being imposed upon the Borrower or any Secured Party under any Applicable Law, (ii) comply in all material respects with, and will not violate, any Applicable Law and (iii) will not cause the Administrative Agent or any Lender to fail to comply with any request or directive (whether or not having the force of law) from any banking or other Governmental Authority having jurisdiction over the Administrative Agent or such Lender;
     -26-

 (k)    such Loan, together with the Underlying Instruments related thereto, (i) is in full force and effect and constitutes 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 its terms, subject to usual and customary bankruptcy, insolvency and equity limitations, (ii) is not subject to, or the subject of any assertions in respect of, any material litigation, dispute or offset, and (iii) contains provisions substantially to the effect that the Obligor’s and each guarantor’s payment obligations thereunder are absolute and unconditional without any right of rescission, setoff, counterclaim or defense for any reason against the Seller, the Borrower or any assignee;
 (l)    (x) as of the related Cut-Off Date, 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, transfer or performance by the Borrower of such Loan and any related collateral have been duly obtained, effected or given and are in full force and effect and (y) for any Loan originated by the Seller or its Affiliates, the Seller or its applicable Affiliate had all necessary licenses and permits to originate such Loan in the State where the related Obligor is located and the Borrower has all necessary licenses and permits to purchase and own such Loan and enter into the applicable Underlying Instruments as a lender in the State where such Obligor is located;
 (m)    such Loan and the Underlying Instruments related thereto (giving effect to the provisions of Sections 9-406 and 9-408 of the UCC), are eligible to be sold, assigned or transferred to the Borrower and to have a security interest therein granted to the Collateral Agent, as agent for the Secured Parties, and neither the sale, transfer or assignment of such Loan to the Borrower, nor the granting of a security interest hereunder to the Collateral Agent, violates, conflicts with or contravenes (and are permitted by) any Applicable Law, the related Underlying Instruments or any contractual or other restriction, limitation or encumbrance;
 (n)    such Loan requires the related Obligor to maintain the Underlying Assets for such Loan in good repair, to maintain adequate insurance with respect thereto and to pay all maintenance, repair, insurance and taxes, together with all other ancillary costs and expenses, with respect to the related Underlying Assets;
 (o)    such Loan has an original term to stated maturity that does not exceed (i) in the case of any Middle Market Loan or First Lien Last-Out Loan, seven (7) years and (ii) in the case of any Second Lien Loan, eight (8) years;
 (p)    the Underlying Instruments for such Loan do not contain a confidentiality provision that restricts or purports to restrict the ability of the Administrative Agent to exercise its rights under this Agreement or that would prohibit the Collateral Agent, the Administrative Agent or any Lender from accessing all information with regard to such Loan, so long as the Administrative Agent or Collateral Agent, as applicable, has agreed to customary confidentiality provisions;
     -27-

 (q)    the Obligor with respect to such Loan is an Eligible Obligor;
 (r)     such Loan is either not a “registration required obligation” within the meaning of Section 163(f)(2) of the Code, or is Registered;
 (s)    such Loan is not a participation interest in all or a portion of a loan unless it is a Specified Participation Interest with an Elevation Date no later than sixty (60) days after the date such Specified Participation Interest is first included in the Collateral; for the avoidance of doubt, any Loan that ceases to be an “Eligible Loan” as a result of not being Elevated within the above sixty (60) day time period shall, upon its Elevation, no longer be excluded from constituting an Eligible Loan as a result of this clause (s) ;
 (t)    all information provided by either the Borrower or the Collateral Manager to the Administrative Agent with respect to such Loan (other than projections, forward-looking information, general economic data, industry information, information relating to third parties, any information or documentation prepared by the Collateral Manager or one of its Affiliates for internal use or consideration, statements as to (or the failure to make a statement as to) the value of, collectability of, prospects of or potential risks or benefits associated with a Loan or Obligor) is true, correct and complete in all material respects after giving effect to any updates thereto as of the date such information is provided;
 (u)    as of the related Cut-Off Date, such Loan (A) is not an Equity Security and (B) does not provide by its terms for the conversion or exchange into an Equity Security;
 (v)    such Loan is not principally secured by, and does not constitute, Margin Stock;
 (w)    (A) the Borrower has good and marketable title to, and is the sole owner of, such Loan and (B) the Borrower has granted to the Collateral Agent for the benefit of the Secured Parties a valid and perfected first priority security interest in the Loan and the related Underlying Instruments (subject to Permitted Liens); provided that, with respect to any Specified Participation Interest purchased by the Borrower, the Borrower shall not be the record owner of the underlying Loan until the Elevation Date of such Specified Participation Interest;
 (x)    as of the related Cut-Off Date, (i) such Loan is and has been current on all interest and principal payments under the terms of the related Underlying Instrument and (ii) there has been no (a) “event of default” (as defined in the related Underlying Instrument) or (b) any other default, breach, violation or event permitting acceleration under the terms of any such Loan that, in each of the foregoing cases, has not been cured or waived, unless otherwise approved by the Administrative Agent in writing;
 (y)    as of the related Cut-Off Date, such Loan provides for (i) periodic payments of accrued and unpaid interest in cash on a current basis no less frequently than
     -28-

 semi-annually and (ii) the full amount of principal payable in cash no later than its stated maturity;
 (z)    as of the related Cut-Off Date, if such Loan is one of a number of loans made to the same Obligor at the same seniority in such Obligor’s capital structure, such Loan and such other loans are cross-collateralized and cross-defaulted;
 (aa)    the funding obligations for such Loan and the Underlying Instruments under which such Loan was created have been fully satisfied and all sums available thereunder have been fully advanced, or if such Loan is a Revolving Loan or Delayed Draw Loan (i) as of the related Cut-Off Date, the Borrower shall have (or shall have caused to be) deposited into the Unfunded Exposure Account an amount in Dollars equal to the Unfunded Exposure Required Amount and (ii) the Unfunded Exposure Required Amount with respect to such Loan shall not create a Borrowing Base Deficiency;
 (bb)    there are no proceedings pending, or, to the knowledge of the Collateral Manager, threatened, (i) wherein the related Obligor, any other party obligated with respect to such Loan or any Governmental Authority has alleged that such Loan or any related Underlying Instrument is illegal or unenforceable or (ii) asserting the insolvency of the related Obligor;
 (cc)    if such Loan is acquired by the Borrower from the Seller, (i) such Loan was sourced or originated by the Seller or its Affiliates in the ordinary course of business and was underwritten by the Seller under its customary procedures, and (ii) the Seller has caused its master computer records to be clearly and unambiguously marked to indicate that such Loan has been sold to the Borrower;
 (dd)    such Loan (a) was owned by the Borrower on the Closing Date or thereafter purchased by the Borrower at the Collateral Manager’s direction and (b) is being serviced by the Collateral Manager, in each case in accordance in all material respects with the Collateral Manager Standard;
 (ee)    such Loan is not an extension of credit to the related Obligor for the purpose of (1) making any past due principal, interest or other payments due on such Loan, (2) preventing such Loan (or any other indebtedness of the related Obligor) from becoming past due or (3) preventing such Loan from defaulting;
 (ff)    pursuant to the Underlying Instruments with respect to such Loan, either (i) such Loan is freely assignable to the Borrower and able to be pledged to the Collateral Agent, on behalf of the Secured Parties, without the consent of the Obligor or (ii) all consents necessary for assignment of such Loan to the Borrower and pledge to the Collateral Agent for the benefit of the Secured Parties have been obtained;
 (gg)    no such Loan has been repaid, prepaid, satisfied, subordinated or rescinded, in each case, in full;
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 (hh)    such Loan has not been sold, transferred, assigned or pledged by the Borrower to any person other than the Collateral Agent for the benefit of the secured parties;
 (ii)    the Obligor with respect to such Loan (and any guarantor of such Obligor’s obligations thereunder), had full legal capacity to execute and deliver the Underlying Instrument which creates such Loan and any other documents related thereto;
 (jj)    the Underlying Assets for such Loan are primarily located in an Approved Jurisdiction unless otherwise approved in writing by the Administrative Agent in its sole discretion (other than any Underlying Assets that are in addition to the primary Underlying Assets with respect to which such Loan was principally underwritten); and
 (kk)    no selection procedure adverse to the interests of the Secured Parties was utilized by the Borrower in the selection of such Loan for inclusion in the Collateral.
 “ Eligible Obligor ”: On any date of determination, any Obligor that satisfies each of the following eligibility requirements (unless the Administrative Agent in its sole discretion agrees to waive any such eligibility requirement with respect to such Obligor):
 (a)    is a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization;
 (b)    is not a Governmental Authority;
 (c)    is not an Affiliate of, or controlled by, the Borrower, the Seller, the Equityholder or the Collateral Manager;
 (d)    is domiciled and organized or incorporated in (and the Underlying Assets are all (or substantially all) located in) an Approved Jurisdiction;
 (e)    is a legal operating entity or a holding company;
 (f)    did not enter into the Loan primarily for personal, family or household purposes; and
 (g)    as of the related Cut-Off Date, to the knowledge of the Collateral Manager, such Obligor is not the subject of any Insolvency Event.
 “ EMU Legislation ”: The legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.
 “ Equityholder ”: The meaning specified in the Preamble.
 “ Equityholder Loan ”: Any Loan that is sold and/or contributed by the Equityholder to the Borrower pursuant to the Sale Agreement.
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 “ Equityholder Purchased Loan Balance ”: As of any date of determination, an amount equal to the Outstanding Balance of all Equityholder Loans acquired by the Borrower prior to such date.
 “ Equity Security ”: Any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization certificate or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest, interest in a joint venture, or certificate of interest in a business trust; any security future on any such security; or any security convertible, with or without consideration into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any put, call, straddle, or other option or privilege of buying such a security from or selling such a security to another without being bound to do so.
 “ ERISA ”: The United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated or issued thereunder.
 “ ERISA Affiliate ”: (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) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower.
 “ Erroneous Payment ”: The meaning specified in Section 11.8(a) .
 “ Erroneous Payment Deficiency Assignment ”: The meaning specified in Section 11.8(d) .
 “ Erroneous Payment Return Deficiency ”: The meaning specified in Section 11.8(d) .
 “ EURIBOR ”: The meaning specified in the definition of “Eurocurrency Rate”.
 “ Euro ” and “ € ”: The lawful currency of each state so described in any EMU Legislation introduced in accordance with the EMU Legislation.
 “ Euro Account ”: Collectively, each Securities Account and any sub-accounts created and maintained on the books and records of the Securities Intermediary for the deposit of Euros in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of the Secured Parties.
 “ Euro Borrowing Base ”: As of any Measurement Date, an amount equal to the aggregate sum of (i) the sum of the products, for each Eligible Loan denominated in Euros as of such date, of (A) the Applicable Percentage for each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date, plus (ii) the amount of Euros that are Principal Collections on deposit in the Euro Account as of such date, minus (iii) the Unfunded Exposure Required Amount with respect to Eligible Loans denominated
     -31-

 in Euros, plus (iv) the amount of Euros that are Unfunded Exposure Collections on deposit in the Euro Account.
 “ Eurocurrency Business Day ”: (a) With respect to Advances denominated in Euros, any TARGET Day and (b) with respect to Advances denominated in Australian Dollars, any day (other than a Saturday or Sunday) on which banks are open for business in Melbourne.
 “ Eurocurrency Rate ”: For any Interest Period:
 (a)    with respect to Advances denominated in Euros, the greater of (i) the rate per annum equal to the Euro Interbank Offered Rate (“ EURIBOR ”) as administered by the European Money Markets Institute, or a comparable or successor administrator approved by the Administrative Agent, for a period of one month, at approximately 11:00 a.m. (Brussels time) on the applicable Eurocurrency Rate Determination Day and (ii) the Floor; and
 (b)    with respect to Advances denominated in Australian Dollars, the greater of (i) the rate per annum equal to the Bank Bill Swap Reference Bid Rate (“ BBSY ”) as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time), for a period of one month, at approximately 10:30 a.m. (Melbourne time) on the applicable Eurocurrency Rate Determination Day and (ii) the Floor.
 “ Eurocurrency Rate Determination Day ”: With respect to any Interest Period relating to EURIBOR or BBSY, two (2) Eurocurrency Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in the applicable interbank market, as determined by the Administrative Agent; provided that to the extent that such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent).
 “ Events of Default ”: The meaning specified in Section 9.1 .
 “ Excepted Persons ”: The meaning specified in Section 12.13(a) .
 “ Excess Concentration Amount ”: At any time in respect of which any one or more of the Concentration Limitations are exceeded, the portions (calculated by the Collateral Manager without duplication) of the Outstanding Balance of each Eligible Loan that cause such Concentration Limitations to be exceeded.
 “ Exchange Act ”: The United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
 “ Excluded Amounts ”: (i) Any amount received in the Collection Account with respect to any Loan included as part of the Collateral, which amount is attributable to the payment of any Tax on such Loan or on any Underlying Assets that was paid from amounts other than Collections, (ii) any interest or fees (including origination, agency, structuring, management
     -32-

 or other up-front fees) that are for the account of the Seller or any other Person from whom the Borrower purchased such Loan (including, without limitation, interest accruing prior to the date such Loan is purchased by the Borrower), (iii) any reimbursement of insurance premiums that were paid from amounts other than Collections, (iv) any escrows relating to Taxes, insurance and other amounts in connection with Loans which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements under Underlying Instruments or (v) any amount deposited into the Collection Account in error.
 “ Excluded Taxes ”: Any of the following Taxes imposed on or with respect to an Affected Party or required to be withheld or deducted from a payment to an Affected Party, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Affected Party being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Obligations or Commitments pursuant to a law in effect on the date on which (i) such Lender acquires such interest (other than pursuant to an assignment effected in accordance with Section 2.12(g) ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.13 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Affected Party’s failure to comply with Section 2.13(f) and (d) any withholding Taxes imposed under FATCA.
 “ Exposure Amount ”: As of any date of determination, with respect to any Delayed Draw Loan or Revolving Loan, (i) the maximum commitment of such Delayed Draw Loan (excluding any original issue discount) or Revolving Loan under the terms of the applicable Underlying Instruments (and, for the avoidance of doubt, the commitment in respect of a Loan as to which the commitment to make additional advances has been terminated or expired shall be zero) minus (ii) the Outstanding Balance of such Delayed Draw Loan or Revolving Loan, as applicable, on such date of determination.
 “ Facility Amount ”: The Maximum Facility Amount, as such amount may vary from time to time pursuant to Section 2.3 hereof or as otherwise agreed to by the Borrower, the applicable Lenders, the Collateral Manager and the Administrative Agent; provided that on or after the Reinvestment Period End Date, the Facility Amount shall mean an amount equal to the aggregate Advances Outstanding at such time.
 “ Facility Attachment Ratio ”: With respect to any Eligible Loan, as of any date of determination, an amount equal to (i) with respect to any Middle Market Loan, the product of (a) its Net Senior Leverage Ratio, (b) its Applicable Percentage and (c) its Assigned Value, (ii) with respect to any First Lien Last-Out Loan, the sum of (a) its First Out Attachment Ratio and (b) the product of (A)(x) its Last Out Attachment Ratio less (y) its First Out Attachment Ratio, (B) its Applicable Percentage and (C) its Assigned Value, in each case, as of such date, (iii) with respect
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 to any Second Lien Loan, the sum of (a) its Net Senior Leverage Ratio and (b) the product of (A)(x) its Net Total Leverage Ratio less (y) its Net Senior Leverage Ratio, (B) its Applicable Percentage and (C) its Assigned Value, in each case, as of such date and (iv) with respect to any Designated Loan, the product of (a) its Net Total Leverage Ratio, (b) its Applicable Percentage and (c) its Assigned Value.
 “ Facility Maturity Date ”: June 3, 2031.
 “ FATCA ”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.
 “ FDIC ”: The Federal Deposit Insurance Corporation, and any successor thereto.
 “ Federal Funds Rate ”: For any period, a fluctuating interest per annum rate equal, for each day during such period, to the weighted average of the overnight federal funds rates as reported in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion of the Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. on such day.
 “ Fee Letter ”: The collective reference to (i) the Fee Letter, dated as of the date hereof, from the Administrative Agent and the Lenders to the Borrower, as the same may be amended, restated, modified or supplemented from time to time and (ii) each other fee letter entered into between or among the Borrower, one or more Lenders, and/or the Administrative Agent.
 “ Fees ”: All fees required to be paid by the Borrower pursuant to this Agreement and the Fee Letter.
 “ Financial Asset ”: The meaning specified in Section 8-102(a)(9) of the UCC.
 “ Financial Sponsor ”: Any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding, and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies so owned by such Person.
 “ First Lien Last-Out Loan ”: A Loan that would constitute a Middle Market Loan but that, at any time prior to and/or after an event of default under the related Underlying
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 Instruments of such Loan, will be paid after one or more tranches of Middle Market Loans issued by the same Obligor have been paid in full in accordance with a specified waterfall or other priority of payments; provided that, for the avoidance of doubt, a First Lien Last-Out Loan shall not constitute a Middle Market Loan unless the Administrative Agent, in its sole discretion, designates a Loan that would otherwise constitute a First Lien Last-Out Loan as a Middle Market Loan in the related Approval Notice.
 “ First Out Attachment Ratio ”: With respect to any Eligible Loan, as of any date of determination, an amount equal to the Net Senior Leverage Ratio with respect to all or any portion of such Eligible Loan that constitutes first lien senior secured Indebtedness that is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings (but subject to (x) any Liens permitted under the related Underlying Instruments that are reasonable and customary for similar loans, and (y) Liens accorded priority by law in favor of the United States or any state or agency thereof) (excluding any First Lien Last-Out Loan or other first lien last out Indebtedness within the capital structure).
 “ Fitch ”: Fitch Ratings, Inc. or any successor thereto.
 “ Fixed Rate Loan ”: An Eligible Loan other than a Floating Rate Loan.
 “ Floating Rate Loan ”: An Eligible Loan under which the rate payable by the Obligor thereof is based on the Applicable Prime Rate or the applicable benchmark plus some specified interest percentage in addition thereto, and the Loan provides that such rate when reset on the relevant reset dates will reflect any change in the related Applicable Prime Rate or the applicable benchmark.
 “ Floor ”: A rate of interest equal to 0.0%.
 “ Foreign Lender ”: A Lender that is not a U.S. Person.
 “ Fronting Exposure ”: At any time there is a Defaulting Lender, with respect to the Swingline Lender, such Defaulting Lender’s Pro Rata Share of Swingline Advances other than Swingline Advances as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders, repaid by the Borrower or for which cash collateral or other credit support acceptable to the Swingline Lender shall have been provided in accordance with the terms hereof.
 “ Funding Date ”: With respect to any Advance, the Business Day such Advance is funded following the receipt by the Administrative Agent and Collateral Agent of a Funding Notice and other required deliveries in accordance with Section 2.2 .
 “ Funding Notice ”: A notice in the form of Exhibit A-1 signed by an authorized Person on behalf of the Borrower requesting an Advance, including the items required by Section 2.2 .
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 “ GAAP ”: Generally accepted accounting principles as in effect from time to time in the United States.
 “ GBP ” and “ £ ”: The lawful currency of the United Kingdom.
 “ GBP Account ”: Collectively, each Securities Account and any sub-accounts created and maintained on the books and records of the Securities Intermediary for the deposit of GBP in the name of the Borrower and subject to the Lien of the Collateral Agent for the benefit of the Secured Parties.
 “ GBP Borrowing Base ”: As of any Measurement Date, an amount equal to the aggregate sum of (i) the sum of the products, for each Eligible Loan denominated in GBP as of such date, of (A) the Applicable Percentage for each such Eligible Loan as of such date and (B) the Adjusted Borrowing Value of each such Eligible Loan as of such date, plus (ii) the amount of GBP that are Principal Collections on deposit in the GBP Account as of such date, minus (iii) the Unfunded Exposure Required Amount with respect to Eligible Loans denominated in GBP, plus (iv) the amount of GBP that are Unfunded Exposure Collections on deposit in the GBP Account.
 “ General Intangible ”: The meaning specified in Section 9-102(a)(42) of the UCC.
 “ Governing Documents ”: (a) With respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
 “ Governmental Authority ”: With respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person, including any supranational bodies (such as the European Union and the European Central Bank).
 “ Guarantee Obligation ”: As to any Person (the “ guaranteeing person ”), any obligation of the guaranteeing person to guarantee any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1)  for the purchase or payment of any such primary obligation or (2) to maintain working capital or
     -36-

 equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term “Guarantee Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.
 “ Highest Required Investment Category ”: (a) With respect to ratings assigned by Moody’s, “Aa2” or “P-1” for one-month instruments, “Aa2” and “P-1” for three-month instruments, “Aa2” and “P-1” for six-month instruments and “Aaa” and “P-1” for instruments with a term in excess of six-months, (b) with respect to rating assigned by S&P, “A-1+” for short-term instruments and “AAA” for long-term instruments, and (c) with respect to rating assigned by Fitch (if such investment is rated by Fitch), “F-1+” for short-term instruments and “AAA” for long-term instruments.
 “ IFRS ”: International Financial Reporting Standards.
 “ Increased Costs ”: Any amounts required to be paid by the Borrower to an Indemnified Party pursuant to Section 2.12 .
 “ Indebtedness ”: With respect to (x) any Obligor if “Indebtedness” or any comparable definition is set forth in the Underlying Instruments for the related Loan, such definition or (y) otherwise, without duplication, (a) all indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of Property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument or other evidence of indebtedness customary for indebtedness of that type, (c) all obligations of such Person in respect of letters of credit, acceptances or similar instruments issued or created for the account of such Person, (d) all liabilities secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any Property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness of such Person under any swap, hedge or other similar transaction and (f) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (e) above. The amount of any Indebtedness under clause (d)
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 shall be equal to the lesser of (A) the stated amount of the relevant obligations and (B) the fair market value of the Property subject to the relevant Lien. The amount of any Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. Notwithstanding the foregoing, “Indebtedness” does not include (x) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset or investment to satisfy unperformed obligations of the seller of such asset or investment, (y) a commitment arising in the ordinary course of business to make a future investment or fund subsequent draws under Revolving Loans, Delayed Draw Loans or the unfunded portion of any existing investment or (z) indebtedness of the Borrower on account of the sale by the Borrower of the first out tranche of any Loan that arises solely as an accounting matter under ASC 860, provided that such indebtedness (i) is nonrecourse to the Borrower and (ii) would not represent a claim against the Borrower in a bankruptcy, insolvency or liquidation proceeding of the Borrower, in each case in excess of the amount sold or purportedly sold.
 “ Indemnified Amounts ”: The meaning specified in Section 10.1(a) .
 “ Indemnified Parties ”: The meaning specified in Section 10.1(a) .
 “ Indemnified Taxes ”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Transaction Document and (b) to the extent not otherwise described in clause (a), Other Taxes.
 “ Independent Manager ”: The meaning specified in Section 4.1(t)(xxvi) .
 “ Indorsement ”: The meaning specified in Section 8-102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning.
 “ Industry Classification Group ”: Each industry classification group listed on Schedule V , as the same may be updated by the Borrower (a) to conform to the Global Industry Classification Standard promulgated by MSCI Inc. or (b) as otherwise agreed with the Administrative Agent.
 “ Initial Assigned Value”: The meaning specified in the definition of “Assigned Value”.
 “ Insolvency Event ”: With respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction over such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree, order or appointment shall remain unstayed and in effect for a period of sixty (60) consecutive days; provided that, if (i) such Person fails to contest such case, (ii) such Person files an answer or other responding materials admitting the
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 material allegations of such case or (iii) any of the other events described in this clause (a)…

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