EX-10.1

EXHIBIT 10.1

EXECUTION VERSION

CREDIT AGREEMENT

dated as of May 8, 2026

among

SLP 2 MM CLO WH 2, LLC,
as Borrower,

the Lenders referred to herein,

SOCIÉTÉ GÉNÉRALE,
as Administrative Agent,

and

WESTERN ALLIANCE TRUST COMPANY, N.A.,
as Collateral Agent, Collateral Administrator, Collateral Custodian and Custodian

TABLE OF CONTENTS

Page

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SCHEDULES AND EXHIBITS

Schedule A - Approved Appraisal Firms

Schedule B - S&P Industry Classifications

Schedule C - Diversity Score Calculation

Schedule D - S&P Recovery Rate and Default Rate Tables

Schedule E - Closing Date Collateral Loans

Schedule F - Lender Commitment Amounts

Schedule G - [Reserved]

Schedule H - Advance Rate Matrix

Exhibit A-1 - Form of Loan Note for Revolving Loans

Exhibit A-2 - Form of Loan Note for Term Loans

Exhibit B - Form of Notice of Funding

Exhibit C - Form of Assignment and Assumption Agreement

Exhibit D - Scope of Collateral Report

Exhibit E - Scope of Quarterly Payment Date Report

Exhibit F - Scope of Asset-Level Reporting to the Administrative Agent and S&P

Exhibit G - Form of Retention Letter

Exhibit H - Form of Loan Asset Schedule

Exhibit I - Form of Collateral Custodian Request

Exhibit J - [Reserved]

Exhibit K - Form of [Prepayment][Commitment Reduction] Notice

Exhibit L - Form of Financial Statement Certificate of an Authorized Officer of the [Borrower] pursuant to Section 5.1(c)

Exhibit M - Structure Chart

Exhibit N - Transaction Summary

Exhibit O - [Reserved]

Exhibit P - List of Competitors

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT dated as of May 8, 2026, is entered into by and among SLP 2 MM CLO WH 2, LLC, a Delaware limited liability company, as Borrower, the Lenders party hereto from time to time, Société Générale, as Administrative Agent and Western Alliance Trust Company, N.A. ("Western Alliance"), as Collateral Agent, Collateral Administrator, Collateral Custodian and Custodian.

W I T N E S S E T H:

WHEREAS, the Borrower desires that (i) the Revolving Lenders make Revolving Loans on a revolving basis to the Borrower and (ii) the Term Lenders make Term Loans on a term basis to the Borrower, in each case, on the terms and subject to the conditions set forth in this Agreement, and each Lender is willing to make Loans to the Borrower on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the proceeds of the Loans made by the Lenders to the Borrower shall be used by the Borrower on and after the Closing Date, to acquire and originate Collateral Loans and to fund Exposure Amounts, all in accordance with the terms hereof.

NOW, THEREFORE, the Borrower, the Lenders, the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian and the Collateral Custodian hereby agree as follows:

GRANTING CLAUSE

To secure the due and punctual payment and performance of all Secured Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms thereof, the Borrower hereby Grants to the Collateral Agent for the benefit of the Secured Parties a security interest in all of the Borrower's right, title and interest in and to the following, whether now owned or hereafter acquired (collectively, the "Pledged Collateral"):

(a) all Collateral Loans, all other loans and securities of the Borrower whether or not such loans and securities constitute Collateral Loans, all Affiliate Participation Interests, all Related Contracts and Collections with respect thereto, all collateral security granted under any Related Contracts, and all interests in any of the foregoing, whether now or hereafter existing;

(b) (i) the Custodial Account and all Collateral which is delivered to the Collateral Agent pursuant to the terms hereof and all payments thereon or with respect thereto, (ii) each of the other Covered Accounts and (iii) Eligible Investments or other investments (whether or not such investments constitute Eligible Investments) acquired with funds on deposit in the Covered Accounts, and all income or distributions from the investment of funds in the Covered Accounts;

(c) cash, Money, securities, reserves and other property now or at any time in the possession of the Borrower or which is delivered to or received by the Collateral Agent or its bailee, agent or custodian (including, without limitation, all Eligible Investments and other investments with respect to any Collateral or proceeds thereof);

(d) all liens, security interests, property or assets securing or otherwise relating to any Collateral Loan, Eligible Investment, other investment, Collateral or any Related Contract (collectively, the "Related Property");

(e) the Interest Hedge Agreements;

(f) the Collateral Management Agreement;

(g) the Participation Agreements;

(h) the Account Control Agreement;

(i) all other accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC);

(j) the Purchase and Sale Agreement;

(k) all other tangible and intangible personal property whatsoever of the Borrower and all other agreements of the Borrower; and

(l) all products, proceeds, rents and profits of any of the foregoing, all substitutions therefor and all additions and accretions thereto (whether the same now exist or arise or are acquired), including, without limitation, proceeds of insurance policies insuring any or all of the foregoing, any indemnity or warranty payable by reason of loss or damage to or otherwise in respect of any of the foregoing or any guaranty.

Except as set forth in the Priority of Payments and Section 2.13 of this Agreement, the Loans are secured by the foregoing Grant equally and ratably without prejudice, priority or distinction between any Loan and any other Loans by reason of difference in time of borrowing or otherwise. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Section 2.13 of this Agreement, the payment of all amounts due on the Loans in accordance with their terms, the payment by the Borrower of all other sums payable under this Agreement and the other Loan Documents and compliance with the provisions of this Agreement and the other Loan Documents, all as provided herein.

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Article I
DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions. The following terms, as used herein, have the following meanings:

"25% Limitation" means the limitation on ownership of the Membership Interests by Benefit Plan Investors to less than 25% of the total value of such Membership Interests, as calculated pursuant to the Plan Asset Regulations.

"ABL Facility" means a lending facility pursuant to which the loans thereunder are (a) secured by (i) a perfected, first priority security interest in accounts receivable, inventory and cash of the related Obligor and (ii) a perfected, second priority security interest in equipment and other assets and property of the related Obligor, in each case where such collateral security consists of assets generated or acquired by the related Obligor in its business or (b) structured as a first out tranche of a facility secured as described in clause (a) of the definition hereof, so long as the outstanding principal balance and unfunded commitments of such facility does not exceed 20% of the sum of (x) the outstanding principal balance of the Collateral Loan, plus(y) the outstanding principal balance and unfunded commitments of such facility, plus(z) the outstanding principal balance of any other debt for borrowed money incurred by such Obligor that is senior or pari passuwith such Collateral Loan.

"Account Control Agreement" means the Account Control Agreement among the Borrower, as debtor, the Collateral Agent, as secured party, and the Securities Intermediary, dated on or about the date hereof.

"Additional Loans" has the meaning assigned to such term in Section 2.14(a).

"Adjusted Break-even Default Rate" means the rate equal to (a) (i) the Break-even Default Rate multiplied by (ii) (x) the Target Initial Par Amount divided by (y) without duplication, the Total Capitalization plus, the S&P Collateral Value of all Defaulted Loans plus any decrease in the aggregate unpaid principal amount of the Loans plus (b) (i) (x) the Total Capitalization plus the S&P Collateral Value of all Defaulted Loans plus any decrease in the aggregate unpaid principal amount of the Loans minus (y) the Target Initial Par Amount, divided by (ii) (x) without duplication, the Total Capitalization plus the S&P Collateral Value of all Defaulted Loans plus any decrease in the aggregate unpaid principal amount of the Loans multiplied by (y) 1 minus the Weighted Average S&P Recovery Rate.

"Administrative Agent" means Société Générale, in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.

"Administrative Agent Fee" means, in the event that one or more additional Lenders that are not affiliated with the Administrative Agent join this Agreement, the fee payable to the Administrative Agent in arrears on each Quarterly Payment Date, equal to $2,500 per Quarterly Payment Date.

"Administrative Expenses" means, without duplication, fees, reasonable and documented out-of-pocket expenses (including indemnities and other amounts under Section 12.3) and other amounts due or accrued with respect to any Quarterly Payment Date and any other date fixed for payments of such amounts (including, with respect to any Quarterly Payment Date, any such amounts that were due and not paid on any prior Quarterly Payment Date) and payable in the following order by the Borrower to:

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(a) first, the Collateral Agent in respect of the Collateral Agent Fee and any fees owed to the Custodian (including as Collateral Custodian), the Collateral Administrator, the Securities Intermediary (if any) and the Posting Agent (if any), and for the reimbursement of other reasonable and documented expenses, indemnities and disbursements incurred and payable hereunder or any other Loan Document to the Collateral Agent, the Collateral Administrator, the Custodian, the Collateral Custodian, the Securities Intermediary and the Posting Agent under any Loan Documents, in accordance with the provisions of this Agreement and the other Loan Documents;

(b) second, the Administrative Agent in respect of the Administrative Agent Fee and for the reimbursement of reasonable and documented out-of-pocket expenses and disbursements incurred and payable hereunder by the Administrative Agent or the Lenders in accordance with the provisions of this Agreement;

(c) third, on a pro ratabasis, the following amounts (excluding indemnities) to the following parties:

(i) the Borrower and the Collateral Manager for the reimbursement of reasonable and documented expenses and disbursements incurred by the Borrower or the Collateral Manager (including on behalf of the Borrower) in accordance with the provisions of this Agreement and the Collateral Management Agreement, including appraisal fees and other out-of-pocket expenses incurred in connection with the Collateral Loans and payable to third parties and including any amounts payable by the Borrower or the Collateral Manager (including on behalf of the Borrower) in connection with any advances made to protect or preserve rights against an Obligor or to indemnify an agent or representative for lenders pursuant to any Related Contracts;

(ii) S&P for fees and reasonable and documented expenses in connection with any rating of the Loans or the Collateral Loans, including fees related to the obtaining of credit estimates by S&P and ongoing Rating Agency surveillance fees;

(iii) any other Person in respect of any governmental fee, charge or tax incurred on behalf of the Borrower; and

(iv) any other Person in respect of any other fees or expenses expressly permitted under this Agreement and the documents delivered pursuant to or in connection with this Agreement and the Loan Documents (including amounts owed in respect of the satisfaction of the Securitisation Regulations) and amounts owed in connection with the preparation and delivery of the Transparency Reports (including to any Reporting Agent (if any) related thereto); and

(d) fourth, on a pro ratabasis, indemnities payable to any Person permitted under this Agreement and the documents delivered pursuant to or in connection with this Agreement and the Loan Documents not otherwise paid;

providedthat Administrative Expenses shall not include (i) any salaries of any employees of the Borrower (for the avoidance of doubt, the Borrower does not pay any salaries) (but Administrative Expenses may include any fees, reimbursements, indemnities, costs and expenses payable to the directors, managers and/or independent directors or independent managers of the Borrower) or the Collateral Manager, (ii) any Increased Costs or (iii) any Collateral Management Fees.

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"Administrative Officer" means, (a) when used with respect to the Collateral Agent, Collateral Administrator, Collateral Custodian or Custodian, any director, vice president, assistant vice president, associate or any other officer of such party who at the time shall have direct responsibility for the administration of this Agreement or to whom any corporate trust matter is referred within the Corporate Trust Office because of his or her knowledge of and familiarity with the particular subject and (b) when used with respect to the Administrative Agent, any officer within the office of the Administrative Agent at the address listed on the signature pages hereto (or as may be updated from time to time), including any vice president, assistant vice president, officer of the Administrative Agent customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at such location because of his or her knowledge of and familiarity with the particular subject.

"Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.

"Advance Rate Matrix" means the matrix set forth in Schedule H.

"Affected Financial Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.

"Affected Holder" means a Lender that is subject to regulation under the EU Securitisation Regulation or the UK Securitisation Regulation from time to time or party to liquidity or credit support arrangements provided by a financial institution that is subject to either such regulation.

"Affiliate" or "Affiliated" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; providedthat no investment vehicles, funds, accounts or similar entities advised by the Collateral Manager or any of its Affiliates will be considered an Affiliate of the Collateral Manager. For the purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. For purposes of the definition of "Collateral Loan" and clause (c) of the definition of "Concentration Limitations", "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 equity sponsor or fund (or related funds).

"Affiliate Participation Interest" means any Participation Interest in an asset conveyed to the Borrower pursuant to a Participation Agreement or the Purchase and Sale Agreement until elevated by assignment, which may be settled directly into the Borrower pursuant to a Participation Agreement; providedthat, any such Participation Interest shall be deemed to be an Affiliate Participation Interest unless such Participation Interest has been elevated to an assignment as of the applicable date of determination. For the avoidance of doubt, the failure to elevate any Affiliate Participation Interest shall not result or be deemed to result in a default or Event of Default under this Agreement or any other Loan Document.

"Agents" means the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Collateral Custodian, the Custodian, any Posting Agent and the Securities Intermediary under the Loan Documents to which it is a party in such capacity, and "Agent" means any of them.

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"Aggregate Maximum Principal Balance" means, when used with respect to all or a portion of the Collateral Loans, the sum of the Maximum Principal Balances of all or of such portion of such Collateral Loans.

"Aggregate Participation Exposure" means, at any time, the Maximum Principal Balance of all Collateral Loans that are in the form of Participation Interests (other than Affiliate Participation Interests) owned by the Borrower at such time.

"Aggregate Principal Balance" means, when used with respect to all or a portion of the Collateral Loans, the sum of the Principal Balances of all or of such portion of such Collateral Loans.

"Aggregated Reinvestment" means a series of reinvestments identified by the Collateral Manager and occurring within a period no longer than ten (10) Business Days (including the date of such reinvestment and ending no later than the end of the current Interest Period) with respect to which is evaluated, at the election of the Collateral Manager in its sole discretion, on an aggregate basis for such series of reinvestments after giving effect to all sales and reinvestments proposed to be entered into within such ten (10) Business Day period for purposes of calculating compliance with the Eligibility Criteria; providedthat (i) the aggregate principal amount of any one Aggregated Reinvestment may not exceed 5.0% of Total Capitalization; (ii) if the criteria specified in this Agreement applicable to each reinvestment in an Aggregated Reinvestment are not satisfied on an aggregate basis within such ten (10) Business Day period, the Collateral Manager will provide notice to the Rating Agency; (iii) with respect to Discount Loans, no calculation or evaluation may be made using the weighted average price of any Collateral Loan or any group of Collateral Loans; (iv) no Aggregated Reinvestment may result in the purchase of Collateral Loans (x) with a Weighted Average Life of less than six months or (y) maturities where the difference between the Collateral Loan with the shortest maturity and the Collateral Loan with the longest maturity included in such Aggregated Reinvestment is greater than three years; and (v) in no event may there be more than one outstanding Aggregated Reinvestment at any time; provided, further, that (i) in connection with calculating the compliance with the Eligibility Criteria in connection with any Aggregated Reinvestment, the Collateral Manager, at its discretion, may exclude any Credit Risk Loans sold during the Aggregated Reinvestment period from such calculations, (ii) subject to the restrictions with respect to Aggregated Reinvestments set forth in the immediately preceding proviso, the Collateral Manager may modify any Aggregated Reinvestment during the applicable ten (10) Business Day period, and such modification shall not be deemed to constitute a failure of such Aggregated Reinvestment.

"Agreement" means this Credit Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.

"Alternate Base Rate" means, for any day, a fluctuating rate of interest per annum equal to the greater of (a) zero and (b) the higher of:

(i) the Federal Funds Rate in effect on such day plus½ of 1% per annum; and

(ii) the Benchmark for a one-month tenor.

Any change in the Alternate Base Rate due to a change in the Federal Funds Rate or the Benchmark shall be effective from and including the effective day of such change in the Federal Funds Rate, respectively.

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The Alternate Base Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer of any Agent or any Lender. Interest calculated pursuant to clause (i) above will be determined based on a year of 365 days or 366 days, as applicable, and actual days elapsed. Interest calculated pursuant to clause (ii) above will be determined based on a year of 360 days and actual days elapsed.

"Anti-Corruption Laws" means any Laws, rules and regulations of any jurisdiction applicable from time to time to the Borrower, the Retention Provider or any of their Subsidiaries, concerning bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, (15 U.S.C. § 78dd-1, et seq.) and the U.K. Bribery Act 2010.

"Anti-Money Laundering Laws" means any Laws, rules and regulations applicable from time to time to the Borrower or any of its Subsidiaries relating to money laundering or terrorist financing.

"Applicable Law" means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

"Applicable Lending Office" means, with respect to any Lender, the office or offices, if any, designated as its "Lending Office" opposite its name in the signature pages hereto or as otherwise provided by such Lender to the Borrower and the Administrative Agent.

"Applicable Margin" means (i) from and including the Closing Date to but excluding the 18-month anniversary of the Closing Date, 1.70% per annum and (ii) from and including the day that is the 18-month anniversary of the Closing Date and thereafter, 1.85% per annum.

"Applicable Rate" means, the sum of (x) the Benchmark applicable to the relevant Interest Period plus(y) the Applicable Margin (providedthat, in the case of any Interest Period on or after the first day on which a Majority of Lenders shall have notified the Administrative Agent in writing pursuant to Section 11.1 that the Benchmark will not adequately and fairly reflect the cost to such Lenders of funding their Loans for such Interest Period or shall have notified the Administrative Agent in writing pursuant to Section 11.2 that it is not permitted to fund Loans at the Benchmark (and such Lenders shall not have subsequently notified the Administrative Agent in writing that the circumstances giving rise to such situation no longer exist, which each such Lender agrees it shall do promptly following a Senior Authorized Officer of such Lender having knowledge of the cessation of such situation), the Applicable Rate shall be a rate per annum equal to the sum of (1) the Alternate Base Rate in effect on each day of such Interest Period plus(2) the Applicable Margin for such Loans).

"Applicable Row Level" means the column of that name as set forth in the Advance Rate Matrix and the corresponding row selected by the Borrower pursuant to Section 8.11.

"Appraisal" means, with respect to any Collateral Loan, an appraisal of either (a) such Collateral Loan or (b) the assets securing such Collateral Loan, in each case, that is conducted by an Approved Appraisal Firm on the basis of the fair market value of such Collateral Loan or such assets (that is, the price that would be paid by a willing buyer to a willing seller of such Collateral Loan or such assets in a commercially reasonable sale on an arm's-length basis). Any Appraisal required hereunder (i) may be in the form of an update or reaffirmation by an Approved Appraisal Firm of an Appraisal previously performed by an Approved Appraisal Firm and (ii) shall be provided within five Business Days following completion to the Collateral Agent for purposes of the Collateral Report.

"Appraised Value" means, with respect to any Collateral Loan, the Appraisal value (determined in Dollars, and which, if Appraisals for both of the following are available, the greater) of

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either (a) such Collateral Loan or (b) the assets securing such Collateral Loan, net of estimated costs of their liquidation as determined by the applicable Approved Appraisal Firm, in each case as set forth in the related Appraisal or, if a range of values is set forth therein, the midpoint of such values; providedthat the Appraised Value of any Collateral Loan shall in no case be greater than its principal balance. If the Borrower owns less than 100% of the total lenders' interests secured by the assets securing any Collateral Loan or has sold Participation Interests in such Collateral Loan, then the Appraised Value with respect to such Collateral Loan will be reduced to reflect the proportionate interests of all other lenders or participants secured by such assets (taking into account the relative seniority of all such lenders and participants) that rank pari passu with or senior to (including with respect to liquidation) the Borrower's interest under the Collateral Loan.

"Approved Appraisal Firm" means those entities whose names are set forth on Schedule A, as it may be amended from time to time; providedthat (a) any such entity added to Schedule A after the Closing Date shall be an independent appraisal firm (i) recognized as being experienced in conducting valuations of loans of the type constituting Collateral Loans and (ii) that the Borrower, or the Collateral Manager in accordance with the Servicing Standard, determines is qualified with respect to each Collateral Loan, (b) at no time may the Borrower, the Collateral Manager or any Affiliate thereof be an Approved Appraisal Firm and (c) any amendment to Schedule A will be not effective without the consent of the Administrative Agent and satisfaction of the Rating Condition.

"Approved Foreign Jurisdiction" means each of Canada, Australia, Austria, Belgium, Denmark, Finland, France, Ireland, Germany, Luxembourg, New Zealand, Switzerland, Norway, Spain, Sweden, Liechtenstein, the Netherlands and the United Kingdom; providedthat each such country has (a) a ceiling for foreign currency bonds that is at least "Aa3" by Moody's and (b) a foreign currency issuer credit rating that is at least "AA-" by S&P.

"Approved Indices" has the meaning assigned to such term in the definition of Eligible Loan Index.

"Approved Tax Jurisdiction" means each of the Bahamas, Bermuda, the British Virgin Islands, the Cayman Islands or the Channel Islands and any other tax advantaged jurisdiction as may be notified by S&P to the Collateral Manager and the Administrative Agent from time to time; provided that, with respect to any applicable Obligor that is organized or incorporated in such jurisdiction, in the Collateral Manager’s good faith estimate, a substantial portion of the operations of such Obligor is located in, or a substantial portion of such Obligor’s revenue or value is derived from, in each case directly or through subsidiaries (which shall be any jurisdiction and country known at the time of designation by the Collateral Manager to be the source of the majority of revenues, if any, of such Obligor), the United States or an Approved Foreign Jurisdiction, unless such Obligor’s payment obligations in respect of such Collateral Loan are guaranteed by an entity that is organized in the United States and the related Collateral Loan is supported by United States revenue sufficient to service such Collateral Loan and all obligations senior to or pari passu with such Collateral Loan.

"Assignee" has the meaning set forth in Section 12.7(c)(i).

"Assignment and Assumption" means an Assignment and Assumption Agreement in substantially the form of Exhibit C hereto (or other such form as approved by the Administrative Agent), entered into by a Lender, an assignee, the Borrower (if applicable) and the Administrative Agent (if applicable).

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"Assumed Reinvestment Rate" means, at any time, the Benchmark (or, if an Alternate Base Rate is in effect, such Alternate Base Rate) minus0.25% per annum; providedthat the Assumed Reinvestment Rate shall not be less than 0.00%.

"Authorized Officer" means, with respect to:

(a) with respect to the Collateral Manager, Borrower or Retention Provider, as applicable, any duly appointed officer of the Collateral Manager, together with any other authorized signatory of the Collateral Manager who is responsible for the activities of the Collateral Manager, Borrower or Retention Provider, as applicable, hereunder;

(b) with respect to the Borrower, (i) the Chief Executive Officer, Chief Financial Officer, or any other director, officer or employee of Bain Capital Senior Loan Program II, LLC in its role as the Collateral Manager, that is responsible for or otherwise materially involved in the administration or collection of the Collateral Loans and (ii) those of its officers, authorized representatives and agents whose signatures and incumbency shall have been certified to the Agents on the Closing Date pursuant to the documents delivered pursuant to Section 3.1 or thereafter from time to time in substantially similar form; and

(c) with respect to Western Alliance in any capacity under the Loan Documents, the Administrative Agent or any other bank or trust company acting as trustee of an express trust or as custodian, an Administrative Officer thereof.

Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary.

"Available Tenor"means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period or payment period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date (but not including any tenor for such Benchmark that is not then included in the definition of "Interest Period" pursuant to Section 12.3(a)(iv)).

"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

"Bail-In Legislation" means (a) with respect to any EEA Member Country implementing Article 55 of the Bank Recovery and Resolution Directive, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

"Bank Recovery and Resolution Directive" means Directive 2014/59/EU of the European Parliament and of the Council of the European Union.

"Bankruptcy Code" means Title 11 of the United States Code, entitled "Bankruptcy", as amended from time to time, and any successor statute or statutes.

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"Base Rate Loans" means Loans accruing interest at an Applicable Rate based upon the Alternate Base Rate.

"Benchmark" means Term SOFR; providedthat if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to Term SOFR, or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior Benchmark rate pursuant to Section 12.4(c).

"Benchmark Replacement" means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date (with notice to S&P):

(a) Daily Simple SOFR plusthe Benchmark Replacement Adjustment; or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (y) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States, and (ii) the related Benchmark Replacement Adjustment;

providedthat if the Benchmark Replacement as determined pursuant to the above would be less than zero, the Benchmark Replacement will be deemed to be zero for purposes of this Agreement.

"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark 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 Administrative Agent and the Borrower (with notice to S&P) for the applicable Corresponding Tenor giving due consideration to (i) 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 on the applicable Benchmark Replacement Date, (ii) 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 dollar-denominated syndicated credit facilities at such time and/or (iii) any changes made to the Applicable Margin as a result of any amendment to this Agreement.

"Benchmark Replacement Conforming Changes"means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Alternate Base Rate," the definition of "Benchmark," the definition of "Business Day," the definition of "Interest Period," the definition of "U.S. Government Securities Business Day," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent (in consultation with the Borrower) decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of

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administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

"Benchmark Replacement Date" means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) 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 determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative (and (x) such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3), and (y) a Benchmark Replacement Date shall exist even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date).

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

"Benchmark Transition Event"means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark (with notice to S&P):

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide 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 any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, 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), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; providedthat, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

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(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, 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 Unavailability Period" means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clause (1) or (2) of the definition thereof has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 12.4(c) and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 12.4(c).

"Beneficial Ownership Certification" means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.

"Benefit Plan Investor" means (a) any "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code or (c) any entity whose underlying assets are treated as "plan assets" (for purposes of ERISA or Section 4975 of the Code) by reason of any such employee benefit plan's or plan's investment in the entity.

"BHC Act Affiliate" has the meaning specified in Section 12.27(b).

"Bond" means an obligation that (a) constitutes borrowed money and (b) is in the form of, or represented by, a bond, note, certificated debt security or other debt security (other than any of the foregoing that evidences a Senior Secured Loan, First Lien Last-Out Loan or Second Lien Loan).

"Borrower" means SLP 2 MM CLO WH 2, LLC, a Delaware limited liability company.

"Borrower Affiliated Holder" means any Lender that is (or has granted a participation (but only to the extent of such participation) to or for the benefit of) the Borrower, the Collateral Manager, the Seller under the Purchase and Sale Agreement, the Seller under the Participation Agreement, the Retention Provider, or an Affiliate of the foregoing; providedthat, in determining whether any Agent shall be protected in relying on any request, demand authorization, direction, notice, consent, or waiver, only Loans that an Administrative Officer of such Agent has actual knowledge to be held or beneficially owned by a Borrower Affiliated Holder shall be taken into consideration.

"Borrower Order" means (i) a written order or request (which may be a standing order) dated and signed in the name of the Borrower by an Authorized Officer of the Borrower or by an Authorized Officer of the Collateral Manager on behalf of the Borrower, as the context may require or permit or (ii) an order or request provided in an email by an Authorized Officer of the Borrower or the Collateral Manager on behalf of the Borrower; in each case, except to the extent the Collateral Agent (or Western Alliance in any other capacity under the Loan Documents) requests otherwise.

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"Break-Even Default Rate" means, with respect to the Loans:

(i) prior to the S&P CDO Monitor Election Date, the rate equal to (a) a value as provided by S&P in connection with the Rating Effective Date plus (b) the product of (x) a value as provided by S&P in connection with the Rating Effective Date and (y) the Weighted Average Spread plus (c) the product of (x) a value as provided by S&P in connection with the Rating Effective Date and (y) the Weighted Average S&P Recovery Rate; or

(ii) on and after the S&P CDO Monitor Election Date, the maximum percentage of defaults, at any time, that the Current Portfolio or the Proposed Portfolio, as applicable, can sustain, as determined by S&P, through application of the applicable S&P CDO Monitor chosen by the Collateral Manager in accordance with this Agreement that is applicable to the portfolio of Collateral Loans, which, after giving effect to S&P's assumptions on recoveries, defaults and timing and to the Priority of Payments, will result in sufficient funds remaining for the payment of the Loans in full. After the Rating Effective Date, S&P will provide the Collateral Manager with an input file that incorporates the Break-even Default Rates for each S&P CDO Monitor determined by the Collateral Manager (with notice to the Collateral Agent) pursuant to the definition of "S&P CDO Monitor." After the S&P CDO Monitor Election Date, S&P will provide the Collateral Manager with the Break-even Default Rates for each S&P CDO Monitor input file based upon the Weighted Average Spread and the Weighted Average S&P Recovery Rate to be associated with such S&P CDO Monitor input file as selected by the Collateral Manager from Schedule D or any other Weighted Average Spread and Weighted Average S&P Recovery Rate selected by the Collateral Manager from time to time.

"Bridge Loan" means any loan or other obligation that (a) is incurred in connection with a merger, acquisition, consolidation or sale of all or substantially all of the assets of a person or similar transaction and (b) by its terms, is required to be repaid within one year of the incurrence thereof with proceeds from additional borrowings or other refinancings (it being understood that any such loan or debt security that has a nominal maturity date of one year or less from the incurrence thereof but has a term-out or other provision whereby (automatically or at the sole option of the Obligor thereof) the maturity of the indebtedness thereunder may be extended to a later date is not a Bridge Loan).

"Business Day" means any day except a Saturday, Sunday or a day on which commercial banks in New York, New York or in the cities in which the Corporate Trust Office of the Collateral Agent, Custodian (initially being Western Alliance) and the office of the Collateral Custodian (initially Houston, Texas) are located and are authorized or required by law to close; providedthat, if the location of the Corporate Trust Office of the Collateral Agent changes at any time, the Collateral Agent shall provide prompt written notice of such change to the Borrower, the Administrative Agent and the Lenders.

"Calculation Date" means the date that is 10 Business Days prior to each Quarterly Payment Date, commencing in September 2026 and the last Calculation Date shall be the date that is 9 Business Days prior to the Stated Maturity; providedthat, if any such date is not a Business Day, such Calculation Date shall be the next succeeding Business Day.

"Cash" means such coin or currency of the United States of America as at the time shall be legal tender for payment of all public and private debts.

"CCC Collateral Loan" means a Collateral Loan (other than a Defaulted Loan or Deferring Loan) with an S&P Rating of "CCC+" or lower.

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"CCC Excess" means the amount equal to the excess of the Maximum Principal Balance of all CCC Collateral Loans (other than Defaulted Loans) over an amount equal to 20% of the Total Capitalization as of such date of determination; providedthat, in determining which of the CCC Collateral Loans shall be included in the CCC Excess, the CCC Collateral Loans with the lowest Market Value (expressed as a percentage of the Maximum Principal Balance of each such Collateral Loan as of such date of determination) shall be deemed to constitute such CCC Excess.

"CCC Excess Adjustment Amount" means, as of any date of determination, an amount equal to the excess, if any, of (a) the Aggregate Maximum Principal Balance of all CCC Collateral Loans included in the CCC Excess, over (b) the sum of the Market Values of all CCC Collateral Loans included in the CCC Excess.

"CFTC" means the Commodity Futures Trading Commission.

"Change of Control" means any of (a) Bain Capital Senior Loan Program II, LLC or any affiliates thereof ceases to be Collateral Manager hereunder, (b) Bain Capital Senior Loan Program II, LLC ceases to own, directly or indirectly, 100% of the issued and outstanding limited liability company interests of the Borrower (or any other interests in the Borrower that constitute its economic equity interests) or (c) Bain Capital Private Credit ceases to own, directly or indirectly, at least 50% of the equity interests in Bain Capital Senior Loan Program II, LLC.

"Closing Date" means May 8, 2026.

"Closing Date Collateral Loan" means each Collateral Loan identified on Schedule 1 of the Purchase and Sale Agreement or Schedule E of this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended, or any successor statute.

"Collateral" means the Pledged Collateral and all other property and/or rights on or in which a Lien is or is intended to be granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement, any of the Loan Documents or any other instruments provided for herein or therein or delivered or to be delivered hereunder or thereunder or in connection herewith or therewith.

"Collateral Administrator" means Western Alliance, in its capacity as collateral administrator under this Agreement, and any successor thereto.

"Collateral Agent" means Western Alliance, in its capacity as collateral agent under this Agreement, and its successors in such capacity.

"Collateral Agent Fee" means the fee payable to the Collateral Agent in arrears on each Quarterly Payment Date in an amount specified in the related fee agreement.

"Collateral Custodian" has the meaning set forth in Section 14.1.

"Collateral Database" has the meaning set forth in Section 16.2(a)(i).

"Collateral Loan" means a Senior Secured Loan, a First Lien Last-Out Loan or a Second Lien Loan (in each case whether originated by or assigned to the Borrower) or a Participation Interest in any Senior Secured Loan, First Lien Last-Out Loan or Second Lien Loan that as of the date of acquisition or origination by, or contribution to (or the Borrower's commitment to acquire the same), the Borrower

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meets each of the following criteria (unless any such criteria are waived by the Administrative Agent and a Majority of the Lenders):

(a) to the knowledge of the Collateral Manager, (w) provides the Borrower (or an agent on behalf of the applicable lenders with respect to such Collateral Loan) with a valid, perfected security interest in the collateral granted under the applicable Related Contracts at the level of priority indicated in the applicable Related Contract, (x) constitutes the legal and enforceable obligation of the applicable Obligor (except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors' rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law), (y) at the time such Collateral Loan was acquired or originated, was not subject to set-off or defense (other than a discharge in the event of a subsequent bankruptcy) by the related Obligor and (z) together with the documentation relating thereto, does not contravene in any material respect any Applicable Law;

(b) is owned by the Borrower free and clear of adverse claims (other than Permitted Liens); may be pledged and assigned by the Borrower in accordance with the terms of the applicable Related Contracts; and, with respect to which all steps required by Section 8.8 have been taken (or will be taken as soon as practicable) and in which the Collateral Agent holds (or will hold, once the necessary steps are taken) a first-priority perfected security interest for the benefit of the Secured Parties;

(c) is governed by the law of a state of the United States or the law of an Approved Foreign Jurisdiction;

(d) is an obligation of an Obligor Domiciled in the United States (or any state thereof) or an Approved Foreign Jurisdiction;

(e) is not an obligation (other than a Revolving Collateral Loan or a Delayed Funding Loan) pursuant to which any future advances or payments to the Obligor may be required to be made by the Borrower; providedthat, the Borrower may be required, as a lender under the Related Contracts, to provide customary indemnities to the related agent;

(f) the acquisition price (exclusive of the portion thereof attributable to accrued interest) of such Collateral Loan paid by the Borrower therefor is not less than 85% of the Principal Balance thereof;

(g) is not a Bond (or any other type of debt security that is not a loan or a Participation Interest), a Defaulted Loan, a Credit Risk Loan, a DIP Loan, a Synthetic Security, a Bridge Loan, a Structured Finance Obligation, an equity security (or does not by the terms of the Related Contracts come with an attached warrant to purchase an equity security or is not otherwise a component of an equity security or exchangeable or convertible into an equity security), a Real Estate Loan or a letter of credit (or a reimbursement obligation with respect to a letter of credit);

(h) is not a Zero Coupon Loan, a finance lease or chattel paper;

(i) is not (i) a Subordinated Loan, (ii) a mezzanine loan or debt security or (iii) an unsecured loan;

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(j) is not subject to forfeiture of principal or interest that is due and payable based on a material non-credit related risk (such as the occurrence of a catastrophe), as reasonably determined by the Borrower, or the Collateral Manager in accordance with the Servicing Standard;

(k) [reserved];

(l) is not an obligation the repayment of which is by its terms subject to material non-credit related risk as determined by the Collateral Manager in good faith;

(m) is not the subject of an Offer (other than a Permitted Offer) or called for redemption;

(n) is denominated and payable in Dollars (and is not convertible into, or payable in, any other currency);

(o) does not constitute Margin Stock;

(p) has an S&P Rating (or an S&P Credit Estimate is obtained by the Borrower within 30 days of acquiring or originating such Collateral Loan) of at least "CCC-";

(q) (i) provides for the full principal balance to be payable at or prior to the stated maturity thereof; and (ii) except for Long-Dated Loans, has a maturity date prior to the Stated Maturity;

(r) does not subject the Borrower to withholding tax (except for withholding taxes pursuant to FATCA or withholding or other similar taxes on commitment fees or similar fees or fees that by their nature are commitment fees or similar fees) unless the relevant Obligor is required to make "gross-up" payments or pay "additional amounts" in respect of, or otherwise compensate the Borrower for, the full amount of such withholding tax for any reason (including in the event of a change of law);

(s) if such Collateral Loan is a Participation Interest (other than an Affiliate Participation Interest), then such Participation Interest is acquired from (i) a Selling Institution Domiciled under the laws of the United States (or any state thereof) or any U.S. branch of a Selling Institution Domiciled outside the United States or (ii) with respect to Collateral Loans the Obligors of which are Domiciled in an Approved Foreign Jurisdiction, a Selling Institution Domiciled in an Approved Foreign Jurisdiction, each to the extent such Selling Institution satisfies the S&P Counterparty Criteria;

(t) provides for payment of interest at least semi-annually;

(u) will not cause the Borrower or the pool of assets to be required to be registered as an investment company under the Investment Company Act;

(v) [reserved];

(w) is not an obligation of an Obligor Affiliated with the Collateral Manager (other than due to ownership of equity acquired in connection with a workout or restructuring of such Obligor or its affiliates);

(x) is not a Cov-Lite Loan unless it is an Eligible Cov-Lite Loan;

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(y) does not have an "f," "p," "pi," "sf" or "t" subscript assigned by S&P;

(z) does not have an "sf" subscript assigned by Moody's;

(aa) if a Deferrable Loan or a Partial Deferrable Loan, is not currently deferring payment of any accrued and unpaid interest which would have otherwise been due in cash and continues to remain unpaid;

(bb) is not an obligation (other than Recurring Revenue Loans) whose Obligors have a trailing twelve month EBITDA less than $5,000,000;

(cc) for the most recent test period for which financial information is available to the Collateral Manager, (i) the Total Net Leverage Ratio is less than 7.5x (or 8.5x with respect to any Obligor that is in the S&P Industry Category of "Software, Insurance and Health Care Technology") and (ii) the LTV is no greater than 65%; and

(dd) is not a Step-Up Loan or a Step-Down Loan.

"Collateral Management Agreement" means the Collateral Management Agreement dated as of the date hereof between the Borrower and the Collateral Manager, as amended from time to time in accordance with the terms hereof and thereof.

"Collateral Management Fee" means the fee payable to the Collateral Manager in arrears on each Quarterly Payment Date in an amount equal to 0.15 % per annumof the Collateral Management Fee Basis Amount; measured as of the Calculation Date immediately preceding such Quarterly Payment Date (calculated on the basis of a 360-day year and the actual number of days elapsed).

"Collateral Management Fee Basis Amount" means, as of any date of determination, an amount equal to the sum of (i) the aggregate principal balance of the Collateral Loans and(ii) without duplication, the amounts on deposit in the Covered Accounts representing Principal Proceeds (including cash and Eligible Investments).

"Collateral Manager" means Bain Capital Senior Loan Program II, LLC, or any successor in such capacity in accordance with the Collateral Management Agreement.

"Collateral Manager Event of Default" means the occurrence of one or more of the following events, unless otherwise waived by the Administrative Agent:

(a) 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 for borrowed money; which has resulted in the acceleration of such recourse debt, (subject to any applicable cure period), unless otherwise waived;

(b) (x) the Collateral Manager willfully and intentionally breaches any provision of the Collateral Management Agreement or this Agreement applicable to it (not including a willful and intentional breach that results from a good faith dispute regarding a reasonable interpretation of this Agreement or the Collateral Management Agreement which is not inconsistent with the standard of care set forth in the Collateral Management Agreement); or (y) the Collateral Manager breaches any material provision of the Collateral Management Agreement or this Agreement applicable to it (other than as covered by clause (x) and it being understood that the failure to satisfy any Coverage Test, Eligibility Criteria, the Senior Rate Advance Test, any Concentration

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Limitation or any Collateral Quality Test is not a breach under this clause (b)), which has a material and adverse effect on the Collateral Loans and the Collateral Manager fails to cure such breach within thirty (30) days of receiving written notice of such breach from the Administrative Agent;

(c) the occurrence of an Insolvency Event with respect to the Collateral Manager;

(d) any representation, warranty or statement of the Collateral Manager made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made (x) which incorrect representation, warranty or statement has a material and adverse effect on (1) the validity, enforceability or collectability of any other Loan Document or (2) the rights and remedies of any Secured Party with respect to matters arising under this Agreement or any other Loan Document, and (y) within 30 days after written notice thereof shall have been given to the Collateral Manager by the Borrower, the Collateral Agent or the Administrative Agent, the circumstance or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedthat the delivery of a certificate or other report which corrects any inaccuracy contained in a previous document or report shall be deemed to cure such inaccuracy as of the date of delivery of such updated document or report and any and all inaccuracies arising from the continuation of such initial inaccuracy shall cure any breach or failure arising therefrom as of the date of such failure;

(e) the occurrence and continuation of an Event of Default that primarily results from any breach by the Collateral Manager of its duties hereunder or under the Collateral Management Agreement which breach or default is not cured within any applicable cure period;

(f) the rendering against the Collateral Manager of one or more final, non-appealable judgments, decrees or orders for the payment of money in excess of $10,000,000 (in excess of the amounts paid or fully covered by insurance), individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 30 consecutive days without a stay of execution;

(g) (x) any Change of Control with respect to the Collateral Manager or (y) any merger of the Collateral Manager into another Person (where the Collateral Manager is not a surviving entity) or any assignment of the Collateral Manager's role, in each case, other than to or with an Affiliate with access to at least substantially the same personnel and resources (including financial and technological) as Bain Capital Senior Loan Program II, LLC shall occur; providedthat, any assignment of the Collateral Manager's role to either BCPC Advisors, LP or Bain Capital Private Credit, shall not constitute a Collateral Manager Event of Default;

(h) it becomes unlawful for the Collateral Manager to perform its obligations as Collateral Manager or under the Collateral Management Agreement, as applicable; and

(i) (x) the occurrence of an act by the Collateral Manager that constitutes fraud or criminal activity in the performance of its obligations under the Collateral Management Agreement as determined pursuant to a final adjudication by a court of competent jurisdiction or (y) the Collateral Manager or any of its investment professionals holding the title "managing director" that are primarily responsible for the performance by the Collateral Manager of its obligations under the Collateral Management Agreement is indicted for a criminal offense materially related to the primary business of the Collateral Manager and, in the case of a managing director, such managing director continues to have primary responsibility for the performance of the Collateral Manager's

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duties under the Collateral Management Agreement for a period of ten Business Days after such indictment.

"Collateral Quality Test" means a test that is satisfied if, as of any date of determination on and after the Closing Date, in the aggregate, the Collateral Loans owned (or in relation to a proposed acquisition of a Collateral Loan, both owned and proposed to be owned) by the Borrower satisfy each of the tests set forth below, calculated in each case in accordance with Section 1.3:

(a) the Minimum Average Spread Test;

(b) the Maximum Weighted Average Life Test;

(c) the Minimum Diversity Score Test;

(d) the Minimum S&P Recovery Rate Test;

(e) the Minimum Average Coupon Test; and

(f) prior to the Rating Effective Date, the Maximum Rating Factor Test and on and after the Rating Effective Date, the S&P CDO Monitor Test.

"Collateral Report" has the meaning set forth in Section 5.1(g).

"Collateral Report Determination Date" means the 22nd day of each calendar month, commencing June, 2026; providedthat, (a) if any such date is not a Business Day, such Collateral Report Determination Date shall be the next succeeding Business Day and (b) for any month in which a Quarterly Payment Date falls, such Collateral Report Determination Date shall be the Calculation Date.

"Collection Account" means the account established pursuant to Section 8.2(a).

"Collections" means, with respect to any Collateral, all principal payments, interest payments, fees and other payments received by the Borrower with respect thereto and all other amounts paid with respect to such Collateral that are payable to the Borrower, including dividends of any type, distributions with respect thereto and any proceeds of collateral for, or any guaranty of, such Collateral or the relevant Obligor's obligation to make payments with respect thereto.

"Commitment Fee" has the meaning set forth in Section 2.6(a).

"Commitment Shortfall" means the amount by which:

(a) the aggregate Exposure Amount exceeds

(b) the sum of (i) the aggregate Total Revolving Loan Commitment minusthe aggregate principal amount of the Revolving Loans outstanding at such time (which amount under clause (i) shall not be less than zero), plus (ii) amounts on deposit in the Collection Account, including Eligible Investments credited thereto, representing Principal Proceeds, plus(iii) amounts on deposit in the Future Funding Reserve Account, including Eligible Investments credited thereto.

"Commitments" means, collectively, the Revolving Loan Commitments and the Term Loan Commitments.

"Commodity Exchange Act" means the Commodity Exchange Act of 1936, as amended.

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"Competitor" means (i) any business development company or fund (or any manager or investment adviser thereof) as a material part of its investment program, regularly originates, purchases or trades middle market loans or any Affiliate thereof and (ii) without limitation, each Person identified on Exhibit P hereto, as such Exhibit may be amended from time to time; provided, that, no bank or insurance company regulated by any banking or insurance Authority or any Affiliates of the Collateral Manager shall be considered a Competitor for any purpose under this Agreement.

"Concentration Limitations" means (unless waived by the Administrative Agent and a Majority of the Lenders), the limitations that are satisfied if, as of any date of determination on or after the Closing Date, in the aggregate, the Maximum Principal Balance of the Collateral Loans owned (or, in relation to a proposed acquisition or origination of a Collateral Loan, proposed to be owned) by the Borrower comply with all of the requirements set forth below, calculated as a percentage of the Target Initial Par Amount (unless otherwise specified below) and in each case in accordance with the procedures set forth in Section 1.3:

(a) not less than 90% (measured out of the Aggregate Principal Balance of the Collateral Loans and Cash and Eligible Investments constituting Principal Proceeds at such time) may consist of Collateral Loans that are Senior Secured Loans, plusCash and Eligible Investments constituting Principal Proceeds;

(b) not more than 12.5% may consist of Collateral Loans with Obligors in any one S&P Industry Classification; providedthat (i) the largest S&P Industry Classification may represent up to 20.0% of Total Capitalization and (ii) the second largest S&P Industry Classification may represent up to 15.0% of Total Capitalization; provided, that not more than 10.0% consist of Collateral Loans with Obligors in the S&P Industry Classification of "Oil, Gas & Consumable Fuels";

(c) not more than 4.0% consist of obligations of any one Obligor (and Affiliates thereof); providedthat up to three Obligors (and their respective Affiliates) solely in respect of Senior Secured Loans may each constitute up to 6.0%;

(d) not more than 10.0% (measured out of the Aggregate Principal Balance of the Collateral Loans and Cash and Eligible Investments constituting Principal Proceeds at such time) may consist of First Lien Last-Out Loans and Second Lien Loans, collectively; providedthat not more than 7.5% (measured out of the Aggregate Principal Balance of the Collateral Loans and Cash and Eligible Investments constituting Principal Proceeds at such time) may consist of Second Lien Loans;

(e) not more than 10.0% consist of Fixed Rate Obligations;

(f) not more than 30.0% consist of Eligible Cov-Lite Loans; provided,that not more than 10.0% consist of Eligible Cov-Lite Loans that are issued by an Obligor that, as of the date of acquisition or commitment to acquire by the Borrower has a trailing twelve month EBITDA of less than $50,000,000;

(g) [reserved];

(h) not more than 5.0% consist of Current Pay Obligations;

(i) not more than 10.0% consist of Collateral Loans that permit the payment of interest to be made less frequently than quarterly;

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(j) not more than 10.0% consist of Revolving Collateral Loans and Delayed Funding Loans;

(k) the Aggregate Participation Exposure is not more than 20.0%;

(l) not more than (i) 10.0% consist of Collateral Loans (other than Recurring Revenue Loans) whose Obligors have a trailing twelve month EBITDA of less than $15,000,000, (ii) 2.5% consist of Collateral Loans (other than Recurring Revenue Loans) whose Obligors have a trailing twelve month EBITDA of less than $10,000,000 and (iv) 10.0% consist of Collateral Loans (other than Recurring Revenue Loans) whose Obligors are Non-Sponsor Obligors and have a trailing twelve month EBITDA of less than $50,000,000, in each case at the time of such acquisition or origination based on the most recent financial information provided by the Obligor and relied upon for the Collateral Manager's investment decision

(m) not more than 20.0% consist of CCC Collateral Loans;

(n) not more than 12.5% consist of Deferrable Loans and Partial Deferrable Loans; providedthat not more than 5.0% consist of Deferrable Loans;

(o) not more than 10.0% consist of Discount Loans;

(p) not more than 15.0% may consist of Collateral Loans that have an S&P Rating derived from a rating from Moody's (or Fitch) as set forth in the definition of the term "S&P Rating";

(q) not more than 10.0% consist of Recurring Revenue Loans;

(r) (1) not more than 15.0% may consist of Collateral Loans whose Obligors are Domiciled in an Approved Foreign Jurisdiction; and

(s) not more than 5.0% consist of Long-Dated Loans.

"Confidential Information" has the meaning set forth in Section 12.19(a).

"Connection Income Taxes" means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

"Constituent Documents" means, in respect of any Person, the certificate or articles of formation or organization, the limited liability company agreement, operating agreement, partnership agreement, joint venture agreement or other applicable agreement of formation or organization (or equivalent or comparable constituent documents) and other organizational documents and by-laws and any certificate of incorporation, memorandum and articles of association, certificate of formation, certificate of limited partnership and other agreement, or similar instrument filed or made in connection with its formation or organization, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

"Contingent Obligation" means, as to any Person, without duplication, (a) any contingent obligation of such Person required to be shown on such Person's balance sheet in accordance with GAAP, and (b) any obligation of such Person required to be disclosed in the footnotes to such Person's financial statements in accordance with GAAP, guaranteeing partially or in whole any non-recourse Indebtedness, lease, dividend or other obligation, exclusive of contractual indemnities (including, without limitation, any

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indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets) and guarantees of non-monetary obligations (other than guarantees of completion) which have not yet been called on or quantified, of such Person or of any other Person. The amount of any Contingent Obligation described in clause (b) shall be deemed to be (i) with respect to a guaranty of interest or interest and principal, or operating income guaranty, the sum of all payments required to be made thereunder (which in the case of an operating income guaranty shall be deemed to be equal to the debt service for the note secured thereby), calculated at the applicable interest rate, through (1) in the case of an interest or interest and principal guaranty, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (2) in the case of an operating income guaranty, the date through which such guaranty will remain in effect, and (ii) with respect to all guarantees not covered by the preceding clause (i), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and on the footnotes to the most recent financial statements of the Borrower required to be delivered pursuant to Section 5.1 hereof. Notwithstanding anything contained herein to the contrary, guarantees of completion shall not be deemed to be Contingent Obligations unless and until a claim for payment or performance has been made thereunder by the person entitled to performance or payment thereunder, at which time any such guaranty of completion shall be deemed to be a Contingent Obligation in an amount equal to any such claim. Subject to the preceding sentence, (1) in the case of a joint and several guaranty given by such Person and another Person (but only to the extent such guaranty is directly or indirectly recourse to such Person), the amount of the guaranty, to the extent it is directly or indirectly recourse to such Person, shall be deemed to be 100% thereof unless and only to the extent that such other Person has delivered Cash or cash equivalents to secure all or any part of such Person's guaranteed obligations and (2) in the case of any other guaranty, (whether or not joint and several) of an obligation otherwise constituting Indebtedness of such Person, the amount of such guaranty shall be deemed to be only that amount in excess of the amount of the obligation constituting Indebtedness of such Person.

"Conversion Conditions" means conditions that are satisfied as of any applicable Revolving Loan Conversion Date if (a) the outstanding principal amount of the Revolving Loans shall have been equal to or greater than $50,000,000 for at least 30 consecutive days prior to the applicable Revolving Loan Conversion Date; and (b) after giving effect to such conversion of Revolving Loans (and, for the avoidance of doubt, if the following limits would be exceeded on a pro forma basis, such conversion shall not be permitted), (i) conversion of the Requested Conversion Portion would not result in the Total Revolving Loan Commitment equaling an amount less than $50,000,000 and (ii) no Commitment Shortfall would result.

"Converted Revolving Loans" has the meaning set forth in Section 2.7(b)(iii).

"Corresponding Tenor" with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

"Corporate Trust Office" means corporate trust office of the Collateral Agent, Collateral Administrator, Custodian, Collateral Custodian and Securities Intermediary, currently located at Western Alliance Trust Company, N.A., 800 Town & Country – Ste. 400 Houston Texas 77024, Attention: Corporate Trust – SLP 2 MM CLO WH 2, or in any case such other address as the Collateral Agent or the Collateral Custodian may designate from time to time by notice to the Borrower, the Administrative Agent and the Lenders or the principal corporate trust office of any successor Collateral Agent or Collateral Custodian.

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"Cov-Lite Loan" means a Collateral Loan the Related Contracts for which do not require the Obligor thereunder to comply with any Maintenance Covenant (regardless of whether compliance with one or more Incurrence Covenants is otherwise required by such Related Contracts); providedthat, notwithstanding the foregoing, a Collateral Loan shall be deemed for all purposes (other than the S&P Recovery Rate for such Collateral Loan) not to be a Cov-Lite Loan if the Related Contracts for such Collateral Loan contain a cross-default or cross-acceleration provision to, or such Collateral Loan is pari passuwith, another loan, debt obligation or credit facility forming part of the same loan facility of the underlying Obligor that contains one or more Maintenance Covenants. For the avoidance of doubt (other than the S&P Recovery Rate for such Collateral Loan), a Collateral Loan that would constitute a Cov-Lite Loan only (x) until the expiration of a certain period of time after the initial issuance thereof or (y) for so long as there is no funded balance in respect thereof, in each case as set forth in the Related Contracts, shall not constitute a Cov-Lite Loan.

"Coverage Tests" means each of the Senior Overcollateralization Ratio Test and the Senior Interest Coverage Ratio Test.

"Covered Accounts" means, collectively, the (a) Collection Account, (b) Custodial Account, (c) Future Funding Reserve Account, (d) Payment Account, (e) Lender Collateral Account and (f) Interest Reserve Account and any subaccounts of each of the foregoing.

"Covered Entity" has the meaning specified in Section 12.27(b).

"Covered Party" has the meaning specified in Section 12.27(a).

"Credit Improved Loan" means any Collateral Loan that, in the Collateral Manager's reasonable business judgment applying the Servicing Standard has significantly improved in credit quality from the condition of its credit at the time of origination or acquisition, which judgment may (but need not) be based on one or more of the following facts and will not be called into question as a result of subsequent events:

(a) the Obligor in respect of such Collateral Loan has shown improved financial results since the published financial reports first produced after it was originated or acquired by the Borrower;

(b) the Obligor in respect of such Collateral Loan since the date on which such Collateral Loan was originated or acquired by the Borrower has raised significant equity capital or has raised other capital that has improved the liquidity or credit standing of such Obligor; or

(c) with respect to which one or more of the following criteria applies: (i) such Collateral Loan has been upgraded or put on a watch list for possible upgrade by S&P since the date on which such Collateral Loan was originated or acquired by the Borrower; (ii) the proceeds from a sale of such Collateral Loan would be at least 101% of its purchase price; (iii) the price of such Collateral Loan has changed during the period from the date on which it was originated or acquired by the Borrower to the proposed sale date by a percentage either more positive, or less negative, as the case may be, than the percentage change in the average price of the applicable Eligible Loan Index plus0.25% over the same period; or (iv) the price of such Collateral Loan changed during the period from the date on which it was originated or acquired by the Borrower to the date of determination by a percentage either more positive, or less negative, as the case may be, than the percentage change in a nationally recognized loan index selected by the Borrower or the Collateral Manager over the same period plus0.50%.

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"Credit Risk Loan" means a Collateral Loan that is not a Defaulted Loan but which has, in the Collateral Manager's reasonable business judgment applying the Servicing Standard (which judgment will not be called into question as a result of subsequent events), a significant risk of declining in credit quality and, with lapse of time, becoming a Defaulted Loan, and is designated as a "Credit Risk Loan" by the Borrower or the Collateral Manager.

"Current Pay Obligation" means a Collateral Loan that would otherwise be a Defaulted Loan as to which (a) all scheduled interest payments, principal payments and other amounts due (other than those due as a result of any bankruptcy, insolvency, receivership or other analogous proceeding) were paid in Cash and the Borrower or the Collateral Manager reasonably expects, and delivers to S&P (if S&P is then rating any Loans) a certificate of an Authorized Officer (which may be in the form of an email) certifying that it reasonably expects, that the remaining scheduled interest payments, principal payments and other amounts due will be paid in cash, (b) the Market Value (which is not determined pursuant to clause (d) or subclause (iii) in the proviso of clause (c) of the definition thereof) of such Collateral Loan is at least 80% of par and (c) if the Obligor of such Collateral Loan is the subject of a bankruptcy, insolvency, receivership or other analogous proceeding, the bankruptcy court or other authorized official has authorized the payment of interest and/or principal and other amounts due and payable on such Collateral Loan and no such payments that are due and payable are unpaid; providedthat, subject to the definition of "Principal Collateralization Amount", to the extent that more than 5.0% of Total Capitalization would otherwise constitute Current Pay Obligations, one or more Collateral Loans (or portion thereof) designated by the Borrower having a Maximum Principal Balance plus aggregate Exposure Amounts at least equal to such excess shall be deemed not to constitute Current Pay Obligations and shall therefore constitute Defaulted Loans; provided, further, that in determining which Current Pay Obligations shall constitute Defaulted Loans, the Current Pay Obligations with the lowest Market Value (expressed as a percentage of the Maximum Principal Balance of each such Collateral Loan as of such date of determination) shall be deemed to constitute Defaulted Loans.

"Current Portfolio" means, at any time, the portfolio of Collateral Loans and Eligible Investments representing Principal Proceeds, then held by the Borrower.

"Custodial Account" means a custodial account at the Custodian, established in the name of the Collateral Agent pursuant to Section 8.4(a).

"Custodial Documents" has the meaning set forth in Section 14.2(a)(i).

"Custodian" has the meaning set forth in Section 8.4(a).

"Custodian Office" has the meaning set forth in Section 14.2(a)(i).

"Daily Report" has the meaning set forth in Section 8.10(a).

"Daily Simple SOFR" means, for any day (a "SOFR Rate Day"), a rate per annum equal to SOFR for the day (such day "SOFR Determination Date") that is five U.S. Government Securities Business Day 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. 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.

"DBRS" means DBRS Morningstar and any successor thereto.

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"Default" means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless waived in accordance with Section 12.6 or cured, become an Event of Default.

"Default Differential" means, with respect to the Loans, the rate calculated by subtracting the Scenario Default Rate for the Loans at such time from (x) prior to the S&P CDO Monitor Election Date, the Adjusted Break-even Default Rate or (y) on and after the S&P CDO Monitor Election Date, the Break-even Default Rate for the Loans at such time.

"Default Rate Dispersion" means as of any date of determination, the number obtained by (a) summing the products for each Collateral Loan (other than Defaulted Loans) of (i)the absolute value of (x) the S&P Rating Factor of such Collateral Loan minus (y) the S&P Weighted Average Rating Factor by (ii) the Principal Balance at such time of such Collateral Loan and (b) dividing such sum by the Aggregate Principal Balance on such date of all Collateral Loans (other than Defaulted Loans).

"Default Right" has the meaning specified in Section 12.27(b).

"Defaulted Loan" means any Collateral Loan as to which:

(a) a default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Loan (without regard to any grace period applicable thereto, or waiver thereof, after the passage of five Business Days in the case of interest or three Business Days in the case of principal if the Borrower or the Collateral Manager determines that such default is unrelated to credit-related causes (which determination shall be reported in the next Collateral Report required to be delivered pursuant to Section 5.1(g)), but in no case beyond the passage of any grace period applicable thereto);

(b) the Borrower or the Collateral Manager has received written notice or a Senior Authorized Officer of the Borrower or the Collateral Manager has actual knowledge that a default as to the payment of principal and/or interest has occurred and is continuing on another debt obligation of the same Obligor that is senior or pari passuin right of payment to such Collateral Loan (in each case, after the passage of five Business Days in the case of interest or three Business Days in the case of principal if the Borrower or the Collateral Manager determines that such default is unrelated to credit-related causes (which determination shall be reported in the next Collateral Report required to be delivered pursuant to Section 5.1(g) but only to the extent the Borrower or the Collateral Manager has been notified or otherwise has knowledge of such default), but in no case beyond the passage of any grace period applicable thereto; providedthat both the Collateral Loan and such other debt obligation are full recourse obligations of the applicable Obligor);

(c) except in the case of a DIP Loan or Current Pay Obligation, the Obligor in respect of such Collateral Loan has, or others have, instituted proceedings to have such Obligor adjudicated as bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed within the timeframe specified in the applicable underlying instruments, or such Obligor has filed for protection under Chapter 11 of the Bankruptcy Code;

(d) except in the case of a DIP Loan, the Obligor with respect to such Collateral Loan has an S&P Rating of lower than "CCC-" or had any such rating immediately before such rating was withdrawn by S&P;

(e) the Borrower or the Collateral Manager has received notice or a Senior Authorized Officer of the Borrower or the Collateral Manager has actual knowledge that another debt

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obligation of the same Obligor that is senior or pari passu in right of payment to such Collateral Loan has an S&P Rating of lower than "CCC-" or had any such rating immediately before such rating was withdrawn by S&P, and such other debt obligation remains outstanding; providedthat both the Collateral Loan and such other debt obligation are full recourse obligations of the applicable Obligor;

(f) a default with respect to which the Borrower or the Collateral Manager has received written notice, or a Senior Authorized Officer of the Borrower or the Collateral Manager has actual knowledge, that a default has occurred under the Related Contracts and any applicable grace period has expired and the holders of such Collateral Loan have accelerated the repayment of the Collateral Loan (but only until such acceleration has been rescinded) in the manner provided in the Related Contracts;

(g) such Collateral Loan is a Participation Interest (until it is elevated or converted to an assigned loan) with respect to which the related Selling Institution has defaulted in any material respect in the performance of any of its payment obligations under the Participation Interest;

(h) such Collateral Loan is a Participation Interest (until it is elevated or converted to an assigned loan) in a loan that would, if such loan were a Collateral Loan, constitute a "Defaulted Loan" (other than under this clause (h)) or with respect to which the Selling Institution has an S&P Rating of lower than "CCC-" or had such rating immediately before such rating was withdrawn by S&P;

(i) the Borrower or the Collateral Manager (in accordance with the Servicing Standard) has otherwise declared such Collateral Loan to be a "Defaulted Loan"; or

(j) such Collateral Loan is deemed a Defaulted Loan pursuant to this Agreement;

providedthat (x) a Collateral Loan shall not constitute a Defaulted Loan pursuant to clauses (b) through (e) above if such Collateral Loan (or, in the case of a Participation Interest, the underlying loan) is a Current Pay Obligation and (y) a Collateral Loan shall not constitute a Defaulted Loan pursuant to any of clauses (b), (c)), (e) and (h) if such Collateral Loan (or, in the case of a Participation Interest, the underlying loan) is a DIP Loan (other than a DIP Loan that has an S&P Rating of "SD" or "CC" or lower); provided furtherthat, subject to the definition of "Principal Collateralization Amount", Current Pay Obligations (or portions thereof, as applicable) in excess of 5.0% of Total Capitalization shall be deemed to be Defaulted Loans as set forth in the proviso in the definition of "Current Pay Obligation".

"Defaulting Lender" means a Lender that has at any time (a) failed to fund all or any portion of its Loans when and as required hereunder (other than failures to fund (i) solely as a result of such Lender's commercially reasonable determination that the conditions to borrowing were not satisfied on the relevant Funding Date, but only for such time as such Lender is continuing to engage in good faith discussions regarding the determination or resolution of such dispute, and such Lender has notified the Administrative Agent in writing of its intention not to fund and has specifically identified such condition precedent to funding that was not satisfied, or (ii) solely as a result of a failure to disburse due to an administrative error or omission by such Lender, and such failure is cured within five Business Days after such Lender receives written notice or has actual knowledge of such administrative error or omission) or (b) has notified the Borrower and the Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender's dispute as to the satisfaction of any condition precedent pursuant to the foregoing clause (a)(i)) or generally under other agreements under which it shall have committed to extend credit.

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"Deferrable Loan" means a Collateral Loan (excluding a Partial Deferrable Loan) which by its terms permits the deferral or capitalization of payment of accrued, unpaid interest (other than supplemental interest in the case of a Collateral Loan that continues to pay interest in cash on a current basis in accordance with the terms of such Collateral Loan as such terms existed prior to the applicable deferral or capitalization of interest).

"Deferring Loan": A Deferrable Loan that is deferring the payment of interest due in cash thereon and has been so deferring the payment of interest due thereon (other than supplemental interest in the case of a Deferrable Loan that continues to pay interest in cash on a current basis in accordance with the terms of such Deferrable Loan as such terms existed prior to the applicable deferral or capitalization of interest) (i) with respect to Collateral Loans that have an S&P Rating of at least "BBB-", for the shorter of two consecutive accrual periods or one year, and (ii) with respect to Collateral Loans that have an S&P Rating of "BB+" or below, for six consecutive months, which deferred capitalized interest has not, as of the date of determination, been paid in cash; provided, that such Deferrable Loan will cease to be a Deferring Loan at such time as it (a) ceases to defer or capitalize the payment of interest, (b) pays in cash all accrued and unpaid interest and (c) commences payment of all current interest in cash.

"Delaware LLC" means any limited liability company organized or formed under the laws of the State of Delaware.

"Delaware LLC Division" means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

"Delayed Funding Loan" means a Collateral Loan pursuant to which one or more future advances will be required to be made to the Obligor thereunder but which does not permit any such advance that has been made to be reborrowed once repaid by the Obligor; providedthat such loan shall only be considered to be a Delayed Funding Loan to the extent of the unfunded commitment and only for so long as any future funding obligations remain in effect.

"Deposit Placement Program" means a network of FDIC-insured depository institutions and/or their affiliates who are FDIC-insured depository institutions (as defined in Section 3 of the Federal Deposit Insurance Act), that have entered into agreements with the IntraFi Network LLC and/or its successors or assigns, or similar program, to collect and/or place deposits with the purpose of providing each participating institution's depositors increased access to FDIC deposit insurance.

"Designated Reporting Entity" has the meaning set forth in Section 8.10(e).

"DIP Loan" means any interest in a loan or financing facility which is an obligation of a debtor-in-possession as described in Section 1107 of the Bankruptcy Code or a trustee (if appointment of such trustee has been ordered pursuant to Section 1104 of the Bankruptcy Code) organized under the laws of the United States or any State therein.

"Discount Loan" means, subject to waiver by the Administrative Agent, any Collateral Loan that is acquired by the Borrower for a purchase price paid by the Borrower to the seller of such Collateral Loan of less than (i) 85.0% of the principal balance of such Collateral Loan, if such Collateral Loan has an S&P Rating lower than "B-" or (ii) 90.0% of the principal balance of such Collateral Loan, if such Collateral Loan has an S&P Rating of "B-" or higher; providedthat such Collateral Loan shall cease to be a Discount Loan at such time as the Market Value (which is not determined pursuant to clause (d) or subclause (iii) in the proviso of clause (c) of the definition thereof) of such Collateral Loan, as determined daily for any period of 22 consecutive days since the acquisition by the Borrower of such Collateral Loan, equals or exceeds 90.0% of the principal balance of such Collateral Loan.

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"Distribution" means any payment of principal or interest or any dividend or premium payment made on, or any other distribution in respect of, a Collateral Loan or other security.

"Diversity Score" means a single number that indicates collateral concentration in terms of both issuer and industry concentration, calculated as set forth on Schedule C hereto.

"Dollars" and "$" mean lawful money of the United States of America.

"Domicile" or "Domiciled" means, with respect to any Obligor with respect to a Collateral Loan, its country of organization or incorporation, except that:

(a) if such Obligor is organized or incorporated in an Approved Tax Jurisdiction, each of such jurisdiction and the country in which, in the Collateral Manager’s good faith estimate, a substantial portion of the operations of such Obligor is located in, or a substantial portion of such Obligor’s revenue or value is derived from, in each case directly or through subsidiaries (which shall be any jurisdiction and country known at the time of designation by the Collateral Manager to be the source of the majority of revenues, if any, of such Obligor); or

(b) if such Obligor’s payment obligations in respect of such Collateral Loan are guaranteed by a person or entity that is organized in the United States or Canada, then the United States or Canada; provided that in the commercially reasonable judgment of the Collateral Manager, such guarantee is enforceable in the United States or Canada (as applicable) and complies with applicable S&P criteria with respect to guarantees.

"Due Date" means each date on which a Distribution is due on a Collateral Loan.

"Due Period" means, with respect to any Quarterly Payment Date, the period commencing on the day following the last day of the immediately preceding Due Period (or, in the case of the initial Due Period, the period commencing on the Closing Date) and ending on (and including) the Calculation Date immediately preceding such Quarterly Payment Date (or, in the case of the Due Period that is applicable to the Quarterly Payment Date occurring on the Stated Maturity, ending on the day preceding such Quarterly Payment Date).

"EBITDA" means, with respect to any period and any Collateral Loan, the meaning of "EBITDA" or any comparable definition in the Related Contracts for each such Collateral Loan. In any case that "EBITDA" or such comparable definition is not defined in such Related Contracts, an amount, for the related Obligor and any of its parents or subsidiaries that are obligated with respect to such Collateral Loan pursuant to its Related Contracts (determined on a consolidated basis without duplication in accordance with GAAP or International Financial Reporting Standards, as applicable) equal to earnings from continuing operations for such period plus interest expense, income taxes, depreciation and amortization and, to the extent expressly approved by the Administrative Agent on a Collateral Loan-by-Collateral Loan basis, any other non-cash charges and organization costs, extraordinary losses in accordance with GAAP or International Financial Reporting Standards, one-time, non-recurring non-cash charges and costs and expenses reducing earnings and other extraordinary non-recurring costs and expenses for such period (to the extent deducted in determining earnings from continuing operations for such period); provided, that, with respect to any Obligor for which four full fiscal quarters of economic data are not available, EBITDA shall be determined for such Obligor based on annualizing the economic data from the reporting periods actually available.

"EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any

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entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

"EEA Member Country" means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

"EEA Resolution Authority" means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

"Elevation Deadline" means, with respect to any Affiliate Participation Interest, the 90thday following the date on which such Affiliate Participation Interest is conveyed to the Borrower.

"Eligibility Criteria" means, as of the date of each acquisition or origination of a Collateral Loan, each of the following:

(a) each Concentration Limitation is satisfied immediately after giving effect to such acquisition or origination (or, if not satisfied immediately prior to such acquisition or origination, compliance with such Concentration Limitation is maintained or improved after giving effect to such acquisition or origination);

(b) each component of the Collateral Quality Test is satisfied immediately after giving effect to such acquisition or origination (or, if not satisfied immediately prior to such acquisition or origination, compliance with the Collateral Quality Test is maintained or improved after giving effect to such acquisition or origination);

(c) each Coverage Test is satisfied immediately after giving effect to such acquisition or origination;

(d) the Senior Advance Rate Test is satisfied immediately after giving effect to such acquisition or origination (or, if not satisfied immediately prior to such acquisition or origination, compliance with the Senior Advance Rate Test is maintained or improved immediately after giving effect to such acquisition or origination);

(e) each of the criteria in the definition of "Collateral Loan" is satisfied (or waived by the Administrative Agent) with respect to such acquisition or origination of a debt obligation; providedthat, for the avoidance of doubt, for purposes of determining whether the Eligibility Criteria have been satisfied, such criteria shall only be tested as of the date of such acquisition or origination of such debt obligation;

(f) the Originator Requirement is satisfied on each Originator Requirement Test Date;

(g) no Commitment Shortfall occurs after giving effect to such acquisition or origination; and

(h) no Event of Default has occurred and is continuing;

providedthat provided that clauses (b) and (c) above need not be satisfied with respect to one single reinvestment if they are satisfied on an aggregate basis in accordance with an Aggregated Reinvestment.

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"Eligible Cov-Lite Loan" means a Cov-Lite Loan that is a Senior Secured Loan.

"Eligible Institution" means, (x) Western Alliance and (y) with respect to any specified account, a financial institution:

(a) that has a long-term issuer credit rating of at least "A" and a short-term issuer credit rating of at least "A-1" by S&P; providedthat if such financial institution ceases to have a long-term issuer credit rating of at least "A" or a short-term issuer credit rating of at least "A-1" by S&P, it is replaced within 60 days by a financial institution with long-term issuer credit rating of at least "A" or a short-term issuer credit rating of at least "A-1" by S&P; or

(b) as to which the Rating Condition is satisfied and the Borrower and a Majority of the Lenders have consented to such financial institution constituting an "Eligible Institution" hereunder.

"Eligible Investment Required Ratings" means, in the case of each Eligible Investment, short-term credit rating of at least "A-1" from S&P and, in the case of any obligation or security with a maturity of greater than 60 days, a long-term credit rating of at least "AA-" by S&P.

"Eligible Investments" means any investment denominated in Dollars that, at the time it is delivered to the Collateral Agent (directly or through a financial intermediary or bailee), is one or more of the following obligations or securities:

(a) direct obligations of, and obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are expressly backed by the full faith and credit of the United States of America;

(b) demand and time deposits in, certificates of deposit of, bank deposit products of, trust accounts with, bankers' acceptances issued by, or federal funds sold by any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities so long as the commercial paper and/or the debt obligations of such depositary institution or trust company (or, in the case of the principal depositary institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings;

(c) non-extendable commercial paper or other short-term obligations with the Eligible Investment Required Ratings and that either bear interest or are sold at a discount from the face amount thereof and have a maturity of not more than 183 days from their date of issuance;

(d) money market funds which have, at all times, the highest Moody's credit rating assignable at such time and credit ratings of "AAAm" by S&P;

(e) interest bearing deposits, including but not limited to Deposit Placement Programs, in United States Dollars held at Western Alliance or a bank that is well-capitalized as reflected on the subject bank’s Consolidated Report of Condition and Income or such other report of condition as is required by the bank’s primary Federal banking regulator;

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(f) any other investment similar to those described in clauses (a) through (d) above which (i) has the Eligible Investment Required Ratings at the time of such investment and (ii) has been approved by a Majority of the Lenders; providedthat the Rating Condition has been satisfied with respect to any such investment;

and, in the case of (a) through (c) and (e) above, with a stated maturity (after giving effect to any applicable grace period) no later than the Business Day immediately preceding the Quarterly Payment Date next following the Interest Period in which the date of investment occurs (unless such Eligible Investments are issued by Western Alliance or one or more of its Affiliates in its capacity as a banking institution, in which case such Eligible Investments may mature on such Quarterly Payment Date); providedthat none of the foregoing obligations or securities shall constitute Eligible Investments if (i) such obligation or security has an "L", "p", "pi", "prelim", "sf" or "t" subscript assigned by S&P, (ii) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not principal payments, (iii) such obligation or security is subject to any withholding tax unless the issuer of the security is required to make "gross-up" payments or pay "additional amounts" in respect of, or otherwise compensate the holder of such security for, the full amount of such withholding tax for any reason (including in the event of a change of law), (iv) such obligation or security is secured by real property, (v) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (vi) such obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action or (vii) in the Borrower's or the Collateral Manager's judgment, such obligation or security is subject to material non-credit related risks. Eligible Investments may include, without limitation, those investments for which an Agent or an affiliate of an Agent provides services. Any investment, which otherwise qualifies as an Eligible Investment, may (1) be made by the Collateral Agent or any of its Affiliates and (2) be made in securities of any entity for which the Collateral Agent or any of its Affiliates receives compensation or serves as offeror, distributor, investment advisor or other service provider. The Collateral Agent shall have no responsibility to determine if any investment is an "Eligible ‎Investment"‎.

"Eligible Loan Index" means, with respect to each Collateral Loan, one of the following indices as selected by the Borrower or the Collateral Manager upon the origination or acquisition of such Collateral Loan: the CSFB Leveraged Loan Indices (formerly the DLJ Leveraged Loan Index Plus), the Deutsche Bank Leveraged Loan Index, the J.P. Morgan EMBI Global Index, the Goldman Sachs/Loan Pricing Corporation Liquid Leveraged Loan Index, the Bank of America Securities Leveraged Loan Index, the S&P/LSTA Leveraged Loan Indices or any other nationally recognized loan index subject to the consent of a Majority of the Lenders (collectively, the "Approved Indices"); providedthat the Borrower or the Collateral Manager may change the index applicable to a Collateral Loan to another of the Approved Indices at any time following the origination or acquisition thereof after giving notice to the Administrative Agent and the Collateral Agent.

"Environmental Claim" means, with respect to any Person, any written notice, claim, demand or similar communication by any other Person having jurisdiction alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damage, property damages, personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence, or release into the environment, of any Hazardous Substances at any location, whether or not owned by such Person or (ii) circumstances forming the basis of any violation, of any applicable Environmental Law, in each case as to which there is a reasonable likelihood of an adverse determination with respect thereto and which, if adversely determined, would have a Material Adverse Effect.

"Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of

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pollutants, contaminants, Hazardous Substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof.

"Equity Interest" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

"Equity Investor" means any person that is listed as a "Member" on the signature pages to the LLC Agreement and any Person that holds a Membership Interest in accordance with the LLC Agreement and this Agreement.

"Equity Security" means any equity security or any other security or loan that is not eligible for acquisition by the Borrower as a Collateral Loan and any security acquired by the Borrower as part of a "unit" with a Collateral Loan and which itself is not eligible for acquisition by the Borrower as a Collateral Loan.

"ERISA" means the U.S. Employee Retirement Income Security Act of 1974, as amended, or any successor statute, and the regulations promulgated and rulings issued thereunder.

"ERISA Group" means each controlled group of corporations or trades or businesses (whether or not incorporated) under common control that is treated as a single employer under Section 414(b) or (c) of the Code or, for the purposes of Section 412 of the Code and Section 302 of ERISA, Section 414(m) or (o) of the Code or Section 4001 of ERISA with the Borrower.

"Erroneous Payment" has the meaning assigned to it in Section 7.10(a).

"Erroneous Payment Impacted Class" has the meaning assigned to it in Section 7.10.

"Erroneous Payment Notice" has the meaning assigned to it in Section 7.10(b).

"Erroneous Payment Return Deficiency" has the meaning assigned to it in Section 7.10.

"Erroneous Payment Subrogation Rights" has the meaning assigned to it in Section 7.10.

"EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

"EU Securitisation Regulation" means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 relating to a European framework for simple, transparent and standardised securitisation, including any implementing regulation, technical standards and official guidance related thereto, in each case, as amended, varied or substituted from time to time.

"EU Transparency and Reporting Requirements" means the transparency requirements contained in Article 7 of the EU Securitisation Regulation (as amended from time to time).

"EUSR Confidential Information" has the meaning set forth in Section 8.10(e).

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"EU/UK Retention Letter" means the letter agreement relating to the retention of a net economic interest, in substantially the form of Exhibit G hereto (relating to the Securitisation Regulations), from the Retention Provider and addressed to the Borrower, the Administrative Agent and each Affected Holder, as amended, replaced, updated or otherwise modified from time to time.

"EU/UK Retention Requirement" has the meaning set forth in the EU/UK Retention Letter.

"Event of Default" has the meaning set forth in Section 6.1.

"Excess Reserve Amount" means, on any date, the excess (if any) of:

(a) the amount standing to the credit of the Future Funding Reserve Account on such date over

(b) (i) the aggregate Exposure Amount on such date minus(ii) if such date is prior to the end of the Revolving Loan Commitment Period, the excess (if any) of (1) the Total Revolving Loan Commitment on such date over(2) the aggregate principal amount of the Revolving Loans outstanding on such date.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, all as from time to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to be a reference to any successor statutory or regulatory provision.

"Excluded Liability" means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

"Exposure Amount" means, as of any date, with respect to any Revolving Collateral Loan or Delayed Funding Loan, the excess of (a) the Borrower's maximum funding commitment thereunder over(b) the Principal Balance of such Revolving Collateral Loan or Delayed Funding Loan. For the avoidance of doubt, Exposure Amounts in respect of a Defaulted Loan shall be included in the calculation of the Exposure Amount if the Borrower is at such time subject to contractual funding obligations with respect to such Defaulted Loan and is not otherwise unenforceable pursuant to the Bankruptcy Code.

"FATCA" means 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 and implementing such Sections of the Code.

"FCA" means the Financial Conduct Authority of the United Kingdom.

"FCA Handbook" means The handbook of rules and guidance adopted by the FCA.

"Federal Funds Rate" means, for any day, the rate per annum (rounded upward, if necessary,to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System on such day, as published by the FRBNY on the Business Day next succeeding such day, providedthat (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding

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Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average (rounded upward, if necessary, to the next 1/100th of 1%) of the quotations for such day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing or any other provision of this Agreement, the rate calculated pursuant to this definition shall not be less than 0%.

"Federal Reserve Board" means the Board of Governors of the Federal Reserve System as constituted from time to time.

"Fee Letter" means the Fee Letter, dated on or about the date hereof, between the Collateral Manager on behalf of the Borrower and Société Générale.

"Fee Proceeds" means all amounts in the Collection Account representing upfront, commitment, amendment and waiver, late payment (including compensation for delayed settlement or trades), anniversary, annual, facility, prepayment, call premium, redemption or any other fees of any type received in respect of any Collateral Loan and any excess, with respect to participation interests in Collateral Loans which have been sold by the Borrower pursuant to Section 10.1(b), of the interest paid by the applicable Obligor in respect of the portion of such Collateral Loan that is the subject of such participation interest over the amount of interest required to be paid by the Borrower to the purchaser of such participation interest pursuant to the underlying participation agreement; providedthat Fee Proceeds shall not include any reimbursement of expenses payable by the Borrower to third parties, including legal fees, that may be received by the Borrower from any Obligor or any fees received in connection with the reduction of the par of the related Collateral Loan; providedfurther, that Fee Proceeds shall only include call premiums solely to the extent that the prepayment amount is greater than the greater of (x) the purchase price or (y) the par amount of the related Collateral Loan. Fee Proceeds shall in all cases constitute Interest Proceeds.

"Financial Sponsor" means any 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" means a Collateral Loan that would be a Senior Secured Loan but for the fact that, in the case of an event of default under the applicable Related Contract, the lenders thereunder will be paid after one or more tranches of first lien loans (inclusive of any revolving loan commitments) funded under such Related Contract (for which purposes an Obligor's obligations in respect of its trade claims, accounts receivables, inventory, capitalized leases or similar obligations shall be deemed not to constitute such first lien loans) issued by the same Obligor have been paid in full in accordance with a specified waterfall of payments. For purposes of this Agreement, unless otherwise explicitly stated herein, a First Lien Last-Out Loan shall not constitute a Senior Secured Loan.

"Fitch" means Fitch Ratings, Inc. and any successor in interest.

"Fixed Rate Obligation" means any Collateral Loan that bears a fixed rate of interest.

"Floating Rate Obligation" means any Collateral Loan that bears a floating rate of interest.

"Floor" means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise)

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with respect to Term SOFR or any Benchmark Replacement. Commencing on the Closing Date, the Floor shall be zero.

"Floor Obligation" means, as of any date, a Floating Rate Obligation (a) the interest in respect of which is paid based on SOFR (or other applicable benchmark rate) and (b) that provides that such benchmark rate is (in effect) calculated as the greater of (i) a specified "floor" rate per annum and (ii) such benchmark rate for the applicable interest period for such Floating Rate Obligation.

"FRBNY" means the Federal Reserve Bank of New York.

"Funding" has the meaning assigned to such term in Section 2.1.

"Funding Date" means the date of a Funding.

"Future Funding Reserve Account" means the account established pursuant to Section 8.3(b).

"Future Funding Reserve Loan" has the meaning set forth in Section 2.1.

"GAAP" means generally accepted accounting principles in effect from time to time in the United States.

"Government Official" means any (a) officer, official or employee of any Governmental Authority, or of a public international organization, or any Person acting for or on behalf of any government, Governmental Authority, or public international organization, (b) political party or official thereof, (c) candidate for political office or (d) spouse, parent, relative, close personal associate, representative, or other person acting for or on behalf of any person described in (a)-(c).

"Governmental Authority" means any federal, state, local, foreign, provincial, municipal or supra-national government, quasi-governmental administrative authority, body, or any political subdivision thereof, any agency, authority, instrumentality, department, regulatory body, court, tribunal, central bank, administrative hearing body, arbitration panel, or other dispute-resolving panel or body, and any semi-governmental, legislative, or administrative or arbitral entity or authority, or any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any stock exchange or self-regulatory organization established under statute). The term "Governmental Authority" includes any Person acting on behalf of any Governmental Authority.

"Grant" means to grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm. A Grant of the Collateral, or of any other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of the Collateral, and all other Moneys payable thereunder, to give and receive notices and other communications, to give consents, waivers or make other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

"Granting Clause" means the clause relating to the Grant.

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"Hazardous Substances" means any toxic, radioactive, caustic or otherwise hazardous substance, identified as such as a matter of Environmental Law, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

"Increased Commitment Date" means the date of the effectiveness of the Increased Commitments and/or Additional Loans pursuant to the terms of this Agreement.

"Increased Commitments" has the meaning assigned to such term in Section 2.14(a).

"Increased Costs" means any amounts due pursuant to Section 2.9 and/or Article XI.

"Incurrence Covenant" means a covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) only upon the occurrence of certain actions of the borrower, including a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture.

"Indebtedness" of any Person means, without duplication, (a) as shown on such Person's balance sheet (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property and (ii) all indebtedness of such Person evidenced by a note, bond, debenture or similar instrument (whether or not disbursed in full), (b) the face amount of all letters of credit issued for the account of such Person and, without duplication, all unreimbursed amounts drawn thereunder, (c) all Contingent Obligations of such Person, and (d) all payment obligations of such Person under any interest rate protection agreement (including, without limitation, any interest rate swaps, caps, floors, collars and similar agreements) and currency swaps and similar agreements which were not entered into specifically in connection with Indebtedness set forth in clauses (a), (b) or (c) hereof.

"Indemnified Taxes" has the meaning set forth in Section 11.4(a).

"Indemnitee" has the meaning set forth in Section 12.3(b).

"Industry Diversity Measure" means as of any date of determination, the number obtained by dividing (a) 1 by (b) the sum of the squares of the quotients, for each S&P Industry Classification, obtained by dividing (i) the Aggregate Principal Balance at such time of all Collateral Loans (other than Defaulted Loans) issued by Obligors that belong to such S&P Industry Classification by (ii) the Aggregate Principal Balance at such time of all Collateral Loans (other than Defaulted Loans).

"Initial Funding Date" means the Business Day on which the initial Funding occurs.

"Initial Lender" means Société Générale and any of its Affiliates.

"Initial Rating" means the ratings given to the Loans by S&P as of the Rating Effective Date.

"Insolvency Event" means with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under the Bankruptcy Code or any other 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 or order shall remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case under the Bankruptcy

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Code or any other applicable insolvency law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

"Interest Coverage Amount" means, at any time, without duplication, the sum of (a) the scheduled interest payments and scheduled fees due (in each case regardless of whether the applicable payment date has yet occurred) on the Collateral Loans (including, for any Deferrable Loan or Partial Deferrable Loan, only the required current cash pay interest expected to be received on the underlying loan and other Interest Proceeds actually received on such Deferrable Loan or Partial Deferrable Loan, and excluding Defaulted Loans to the extent set forth in the definition of "Interest Proceeds") for the then-current Due Period; (b) amounts on deposit in the Collection Account, including Eligible Investments, representing Interest Proceeds; (c) scheduled interest on Eligible Investments held in the Collection Account and the Future Funding Reserve Account, in each case for the then-current Due Period, (d) all regularly scheduled amounts due and payable to the Borrower under Interest Hedge Agreements during the then-current Due Period; and (e) amounts on deposit in the Interest Reserve Account.

"Interest Hedge Agreement" means an interest rate protection agreement that may be entered into between the Borrower and an Interest Hedge Counterparty after the Closing Date, for the sole purpose of hedging interest rate risk between the portfolio of Collateral Loans and the Loans, as amended from time to time in accordance with the terms thereof, with respect to which the Rating Condition is satisfied.

"Interest Hedge Counterparty" means a counterparty meeting, at the time of entry by the Borrower into an Interest Hedge Agreement, the then-current S&P criteria for hedge counterparties (or, with respect to any counterparty not meeting such criteria at such time, any counterparty whose obligations in respect of such Interest Hedge Agreement are absolutely and unconditionally guaranteed by an Affiliate of such counterparty meeting the then-current S&P guarantee criteria at such time), together with any permitted assignee or successor (which meets the then-current S&P criteria for hedge counterparties) under such Interest Hedge Agreement with respect to which the Rating Condition is satisfied.

"Interest Period" means, with respect to each Funding, (a) the period from (and including) the date of such Funding to but excluding the following Quarterly Payment Date, and (b) each successive period from and including each Quarterly Payment Date to but excluding the following Quarterly Payment Date until the principal of such Funding is repaid; providedthat, (x) in the case of any Interest Period applicable to a prepayment of the Loans pursuant to Section 2.7(c) or the Priority of Payments, such Interest Period shall end on the date of such prepayment and (y) in the case of the Interest Period applicable to the Quarterly Payment Date occurring on the Stated Maturity, such Interest Period shall end on (and include) such Quarterly Payment Date.

"Interest Proceeds" means, with respect to any Pledged Collateral (including Cash), (a) any payments with respect thereto that are attributable to interest or yield in accordance with the Related Contracts of such Pledged Collateral, (b) all Fee Proceeds (other than fees received in connection with the reduction of principal of a Collateral Loan), (c) all cash capital contributions made to the Borrower that, to the extent provided in Section 8.2(g), are to be treated as Interest Proceeds and (d) all funds on deposit in the Interest Reserve Account. Interest Proceeds shall also include any amounts paid to the Borrower pursuant to an Interest Hedge Agreement (other than termination payments). No amounts that are required by the terms of any participation agreement to be paid by the Borrower to any Person to whom the Borrower

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has sold a participation interest shall constitute "Interest Proceeds" hereunder. Any amounts received in respect of any Defaulted Loan will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all Collections in respect of such Defaulted Loan since it became a Defaulted Loan equals the outstanding principal balance of such Collateral Loan at the time it became a Defaulted Loan; thereafter, any such amounts will constitute Interest Proceeds.

"Interest Reserve Account" means the account established pursuant to Section 8.2(e).

"Investment Advisers Act" means the Investment Advisers Act of 1940, as amended.

"Investment Company Act" means the Investment Company Act of 1940, as amended.

"Investment Criteria Adjusted Balance" means, with respect to any Collateral Loan, the Principal Balance of such Collateral Loan; providedthat the Investment Criteria Adjusted Balance of any Discount Loan shall be the purchase price, excluding accrued interest, expressed as a Dollar amount, for such Discount Loan (after adding the amount of any subsequent borrowings and/or subtracting the amount of any subsequent repayments thereof).

"IRS" means the U.S. Internal Revenue Service.

"Laws" means, collectively, all international, foreign, federal, state and local statutes, laws (including common law), treaties, rules, guidelines, directives, regulations, ordinances, orders, decrees, injunctions, codes, statutory guidance, regulatory code of practice, and administrative or judicial decisions, determinations, precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

"Lender" means each Revolving Lender and each Term Lender.

"Lender Collateral Account" means the account established pursuant to Section 8.3(c)(i).

"Lender Collateral Subaccount" has the meaning set forth in Section 8.3(c)(ii).

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, any Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"LLC Agreement" means the Amended and Restated Limited Liability Company Agreement of the Borrower, dated as of May 8, 2026 and as may be further amended, restated or otherwise modified from time to time.

"Loan Asset Schedule" means the schedule of Collateral Loans (as amended or modified from time to time in accordance with the terms hereof) evidencing Loan Assets delivered by the Borrower to the Collateral Custodian. Each such schedule shall set forth, as to any Collateral Loan to be pledged hereunder, the applicable information specified on Exhibit H, which shall also be provided to the Collateral Custodian in electronic form acceptable to the Collateral Custodian.

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"Loan Assets" has the meaning set forth in Section 8.1(d).

"Loan Assignment Agreement" has the meaning set forth in Section 8.1(d).

"Loan Checklist" means an electronic or hard copy, as applicable, checklist delivered by the Borrower (or the Collateral Manager on behalf of the Borrower) to the Collateral Custodian, for each Collateral Loan, of the Related Contracts identified on such Loan Checklist, including (to the extent applicable), but not limited to, as applicable, an assignment agreement, funding memo, loan or credit agreement, security agreement and a promissory note (or such Loan Checklist shall specify if such Collateral Loan is a noteless loan), and which shall specify whether such Related Contract is an original or a copy and shall include the name of the Obligor with respect to such Collateral Loan, in each case as of the date of acquisition thereof by the Borrower.

"Loan Documents" means this Agreement, the LLC Agreement, the Account Control Agreement, the Purchase and Sale Agreement, the Participation Agreements, the Collateral Management Agreement, the Loan Notes, the Interest Hedge Agreements, the EU/UK Retention Letter and any Posting Agent Letter Agreement.

"Loan Note" means each promissory note, if any, issued by the Borrower to a Lender in accordance with the provisions of this Agreement, substantially in the applicable form set forth on Exhibit A-1 or A-2 hereto, as the same may from time to time be amended, supplemented, waived or modified.

"Loans" means, collectively, the Revolving Loans and the Term Loans.

"Long-Dated Loan" means a Collateral Loan with a maturity beyond the Stated Maturity up to 2 years after the Stated Maturity.

"Long-Dated Loan Amount" means an amount equal to the lower of (i) the Market Value of such Long-Dated Loan and (ii) the product of the Principal Balance of such Long-Dated Loan multiplied by 70%.

"LTV" means, with respect to any Collateral Loan, the meaning of "LTV" or any comparable definition in the Related Contracts for such Collateral Loan. In case that "LTV" or such comparable definition is not defined in such Related Contracts, a ratio of (i) the total indebtedness of the related Obligor that ranks senior to or paripassuwith such Collateral Loan divided by (ii) the enterprise value of the related Obligor.

"Maintenance Covenant" means a covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, whether or not such borrower has taken any specified action; providedthat a covenant which otherwise satisfies the definition hereof but only applies when amounts are outstanding under the related loan shall constitute a Maintenance Covenant.

"Majority" means the Lender or Lenders holding, collectively, more than 50% of the sum of (i) the aggregate principal amount of the Loans outstanding at such time plus(ii) the aggregate Undrawn Commitments in respect of the Loans at such time; providedthat, in determining whether a Majority of the Lenders has consented to or approved any action or inaction, (1) the vote of any Borrower Affiliated Holder shall not be taken into account and the outstanding principal amounts and aggregate unutilized commitments held by each Borrower Affiliated Holder shall be excluded from the amounts set forth in clauses (a)(i) and (ii) and (b) of this definition, (2) with respect to the Loans, the vote of any Defaulting Lender shall not be taken into account to the extent provided in Section 11.5(b)(ii) and (3) for so long as

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any Initial Lender is a Lender hereunder, the "Majority" of such Loans shall always be deemed to include such Initial Lender, it being understood that, accordingly, any vote or action to be taken by a Majority of the Lenders hereunder while any Initial Lender is a Lender shall require the corresponding vote or action, as the case may be, of such Initial Lender (in addition to, and not instead of, the vote or action otherwise required from the Lender or Lenders holding, collectively, more than 50% of the sum of (x) the aggregate principal amount of the Loans outstanding at such time plus(y) the aggregate Undrawn Commitments in respect of the Loans at such time). In addition, if a Lender's Commitment is reduced (including a reduction in full that results in a termination of such Lender's Commitment) as the result of a Bail-In Action, the vote of any such Lender shall be commensurately and proportionately reduced, unless, solely in the case of a reduction in full, such Lender is the only Lender of such Type of Loans, in which case such Lender shall retain its voting rights; providedfurtherthat, without limiting the requirement regarding the Initial Lenders set forth in clause (3) above, if there are two or more non-Affiliated Lenders at such time, any Lender (or group of Affiliated Lenders) holds collectively more than 50% of the aggregate Undrawn Commitments and aggregate principal amount of all of the Loans outstanding at such time, and would otherwise solely constitute the "Majority Lenders", the "Majority Lenders" shall be required to include at least one other Lender that is not Affiliated with such Lender (or group of Affiliated Lenders).

"Margin Stock" shall have the meaning provided such term in Regulation U.

"Market Value" means, as of any date of determination, with respect to any loans or other assets, the amount (determined by the Borrower or the Collateral Manager in accordance with the Servicing Standard) equal to the product of the principal amount thereof and the price determined in the following manner:

(a) the bid-side quote determined by any of (i) Loan Pricing Corporation, LoanX Inc., MarkIt Partners, Mergent, Inc., IDC or Lincoln International LLC (or an Affiliate thereof) or (ii) with notice to S&P and the Lenders, any other nationally recognized loan pricing service selected by the Borrower or the Collateral Manager; provided that a Majority of the Lenders may object to the selection of any loan pricing service selected pursuant to the immediately preceding clause (ii) within 10 Business Days after receipt of such notice;

(b) if such quote described in clause (a) is not available,

(i) the average of the bid-side quotes determined by three independent SEC-registered broker-dealers active in the trading of such asset;

(ii) if only two such bids can be obtained, the lower of the bid-side quotes of such two bids; or

(iii) if only one such bid can be obtained, such bid;

providedthat a bid provided pursuant to this clause (b) shall not be from any of the Borrower, the Collateral Manager or any Affiliate of any thereof; or

(c) if the Market Value of an asset cannot be determined in accordance with clause (a) or (b) above, then the Market Value shall be the Appraised Value; providedthat (i) if the Appraised Value of such Collateral Loan has been obtained or updated within the immediately preceding three months, (ii) if the Appraised Value of a Collateral Loan is determined pursuant to clause (b) of the definition of "Appraised Value", the Market Value of such Collateral Loan shall not exceed the aggregate principal amount thereof (or the portion thereof held by the Borrower) and (iii) if the Appraised Value has been requested but has not yet been received, for assets representing an

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aggregate of up to 5.0% of the Total Capitalization, the Market Value determined by the Collateral Manager (according to its own internal marking procedure) exercising reasonable commercial judgment in accordance with the Servicing Standard, consistent with the manner in which it would determine the market value of an asset for purposes of other funds or accounts managed by it; providedthat the Market Value of any such asset may not be determined in accordance with this subclause (iii) for more than 45 days; providedfurtherthat, for the avoidance of doubt, the Collateral Manager may, but shall not be required to, obtain an Appraised Value for any Collateral Loan;

(d) if such quote or bid described in clause (a), (b) or (c) is not available, then the Market Value of such Collateral Loan shall be the lower of (i) the S&P Recovery Rate multipliedby the Principal Balance of such Collateral Loan and (ii) if any, the Market Value determined by the Collateral Manager (according to its own internal marking procedure) exercising reasonable commercial judgment in accordance with the Servicing Standard, consistent with the manner in which it would determine the market value of an asset for purposes of other funds or accounts managed by it; providedthat if the Collateral Manager is not a registered investment adviser under the Investment Advisers Act, the Market Value of any such asset may not be determined in accordance with this clause (d)(ii) for more than 45 days; or

(e) if the Market Value of an asset cannot be determined in accordance with clause (a), (b), (c) or (d) above, then the Market Value shall be deemed to be zero until such determination is made in accordance with clause (a), (b), (c) or (d) above.

"Material Adverse Effect" means any event that has a material adverse effect on (a) the business, assets, financial condition or operations of the Borrower or the Collateral Manager, (b) the ability of the Borrower, the Collateral Manager or the Retention Provider to perform its obligations under the Loan Documents or (c) the rights, interests, remedies or benefits (taken as a whole) available to the Lenders or the Agents under the Loan Documents, each as determined in good faith and on a commercially reasonable basis by the Lenders or the Agents, in the case of the enforcement of rights and remedies by the Secured Parties.

"Maximum Principal Balance" means, as of any date of determination and with respect to all or any specified portion of the Collateral Loans, the sum of (a) the Principal Balance of such Collateral Loans as of such date and (b) in the case of any such Collateral Loans that are Revolving Collateral Loans or Delayed Funding Loans, the Exposure Amounts thereof.

"Maximum Weighted Average Life Test" means a test satisfied on any Measurement Date if the Weighted Average Life of all Collateral Loans as of such date is less than or equal to (a) 6.5 years minus(b) the number of years (rounded to the nearest quarter) that have elapsed since the Closing Date.

"Maximum Rating Factor Test": A test that will be satisfied on any date of determination if the S&P Weighted Average Rating Factor of the Collateral Obligations is less than or equal to 3815.

"Measurement Date" means each Calculation Date, each day Collateral Loans are acquired, originated or sold, each Collateral Report Determination Date and each day pursuant to the request of a Majority of the Lenders or S&P; providedthat if any such date is not a Business Day, such Measurement Date shall be the next succeeding Business Day.

"Membership Interest" means the limited liability company interest of the Borrower issued pursuant to the LLC Agreement of the Borrower which will have the applicable rights and will be subject

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to the restrictions set forth in this Agreement, the LLC Agreement and the certificate of formation of the Borrower.

"Minimum Average Coupon Test" means a test that will be satisfied on any Measurement Date if the Weighted Average Coupon equals or exceeds 7%.

"Minimum Average Spread Test" means a test that will be satisfied on any Measurement Date if the Weighted Average Spread equals or exceeds the S&P Minimum Floating Spread.

"Minimum Diversity Score Test" means a test that will be satisfied on any Measurement Date if the Diversity Score (calculated as a single number in accordance with standard diversity scoring methodology using S&P Industry Classifications) equals or exceeds the threshold set forth under the column "Diversity Score" of the Advance Rate Matrix for the Applicable Row Level then in effect.

"Minimum S&P Recovery Rate Test" means a test that will be satisfied on any Measurement Date if the Weighted Average S&P Recovery Rate for the Loans equals or exceeds the S&P CDO Monitor Recovery Rate.

"Money" shall have the meaning specified in Section 1-201(24) of the UCC.

"Moody's" means Moody's Investors Service, Inc. and any successor thereto.

"Multiemployer Plan" means at any time a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA that is sponsored by the Borrower or a member of its ERISA Group or to which the Borrower or a member of its ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.

"Net Aggregate Exposure Amount" means the excess (if any) of (a) the aggregate Exposure Amount on such date over(b) the sum of (i) amounts on deposit in the Future Funding Reserve Account on such date and (ii) amounts on deposit in the Collection Account on such date, including Eligible Investments, representing Principal Proceeds.

"Net-Debt-to-Recurring-Revenue Ratio" means, with respect to any Collateral Loan for any period, the meaning of "Net-Debt-to-Recurring-Revenue Ratio" or any comparable term defined in the Related Contracts for such Collateral Loan, and in any case that "Net-Debt-to-Recurring-Revenue Ratio" or such comparable term is not defined in such Related Contract, the ratio of (a) indebtedness of the related obligor under such Collateral Loan and all other indebtedness of such obligor that is senior or pari passuin right of payment to such Collateral Loan minus unrestricted cash and cash equivalents to (b) TTM Recurring Revenue, as calculated by the Collateral Manager in accordance with the Servicing Standard using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant obligor as per the requirements of the Related Contracts; providedthat, in the event of a lack of any such information necessary to calculate the Net-Debt-to-Recurring-Revenue Ratio for any Collateral Loan, the Net-Debt-to-Recurring-Revenue Ratio for such Collateral Loan shall be a ratio calculated by the Collateral Manager on behalf of the Borrower and not objected to by the Administrative Agent within 5 Business Days after receipt of such calculation.

"Non-Permitted Holder" means with respect to the Membership Interests, any Person that (a) is not (1) a U.S. Person or (2) a PTP Compliant Holder, or (b) any Person that made representations or was deemed to have made representations for purposes of ERISA, Section 4975 of the Code or applicable similar laws in any subscription agreement, representation letter or transfer certificate, or by virtue of

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deemed representations, that are or become untrue (or whose beneficial ownership otherwise causes a violation of the 25% Limitation, as calculated pursuant to the Plan Asset Regulations).

"Non-Sponsor Obligor" means an Obligor that is not owned as a portfolio company of a Financial Sponsor.

"Notice of Funding" has the meaning set forth in Section 2.2(a).

"Obligations" means all Secured Obligations, other than unasserted contingent obligations for which no claim has been made.

"Obligor" means, with respect to a Collateral Loan, any Person who is obligated to repay such Collateral Loan (including, if applicable, a guarantor thereof), or any Person whose assets are principally relied upon by the Borrower at the time such Collateral Loan was originated or acquired by the Borrower as the source of repayment of such Collateral Loan.

"Obligor Diversity Measure" means as of any date of determination, the number obtained by dividing (a) 1 by (b) the sum of the squares of the quotients, for each Obligor, obtained by dividing (i) the Aggregate Principal Balance at such time of all Collateral Loans (other than Defaulted Loans) issued by such Obligor by (ii) the Aggregate Principal Balance at such time of all Collateral Loans (other than Defaulted Loans).

"Offer" means with respect to any security, any offer by the issuer of such security or by any other Person made to all of the holders of such security to purchase or otherwise acquire such security (other than pursuant to any redemption in accordance with the terms of the applicable Related Contracts) or to convert or exchange such security into or for Cash, securities or any other type of consideration.

"Originated Asset" means (i) any Collateral Loan that the Retention Provider has previously purchased and, for not less than 15 Business Days held on its own account prior to selling such Collateral Loan to the Borrower; and/or (ii) any Collateral Loan in respect of which the Retention Provider or its related entities was involved in the original agreement which created the obligations being securitised (as applicable).

"Originator Requirement" means the requirement that will be satisfied if:

(a) the Aggregate Principal Balance of all Originated Assets the Borrower has entered into binding commitments to acquire; divided by

(b) the Aggregate Principal Balance of all Collateral Loans that the Borrower has entered into a binding commitment to acquire,

is greater than or equal to 5%.

"Originator Requirement Test Date" means the date falling 15 Business Days after the date on which the Borrower first enters into a binding commitment to acquire an Originated Asset.

"Other Connection Taxes" means, with respect to any Lender or the Administrative Agent, Taxes imposed as a result of a present or former connection between such Lender or the Administrative Agent and the jurisdiction imposing such Tax (other than connections arising from such Lender or the Administrative Agent having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction

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pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loans or Loan Document).

"Other Taxes" has the meaning set forth in Section 11.4(b).

"Partial Deferrable Loan" means any Collateral Loan with respect to which under the Related Contracts (i) a portion of the interest due thereon is required to be paid in Cash on each payment date therefor and is not permitted to be deferred or capitalized (which portion shall at least be equal to the lower of (x) the applicable index with respect to which interest on such Collateral Loan is calculated (or, in the case of a fixed rate Collateral Loan, at least equal to the forward swap rate for a designated maturity equal to the scheduled maturity of such Collateral Loan and (y) 50% of the stated interest rate of such Collateral Loan) and (ii) the issuer thereof or obligor thereon may defer or capitalize the remaining portion of the interest due thereon; provided, that in the case of any new Collateral Obligation received in connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout of the obligor thereof that, after such restructuring or receipt thereof (as applicable), that either permits the deferral of all interest or has a current cash pay interest rate lower than the applicable rate required by clause (i) or (ii) of this definition may, solely for the purposes of calculating compliance with the Concentration Limitations, be deemed a Partial Deferrable Obligation by the Collateral Manager in its sole discretion.

"Participant" has the meaning set forth in Section 12.7(b)(i).

"Participant Register" has the meaning set forth in Section 12.7(b)(iii).

"Participation Agreement" means each master participation agreement between the Borrower and an Affiliate of the Collateral Manager, its equity owners or their respective Affiliates, or any fund or special purpose vehicle managed by the Collateral Manager, its equity owners or any of their respective Affiliates.

"Participation Interest" means a participation interest in a loan that, at the time of acquisition, or the Borrower's commitment to acquire the same, satisfies each of the following criteria: (a) such participation interest would constitute a Collateral Loan were it acquired directly, (b) the Selling Institution is a lender in respect of such loan, (c) the aggregate participation interest in such loan granted by such Selling Institution to any one or more participants does not exceed the principal amount or commitment with respect to which the Selling Institution is a lender under such loan, (d) such participation interest does not grant, in the aggregate, to the participant in such participation interest a greater interest than the Selling Institution holds in the loan or commitment that is the subject of the participation interest, (e) the entire purchase price for such participation interest is paid in full (without the benefit of financing from the Selling Institution or its Affiliates) at the time of the Borrower's acquisition thereof (or, in the case of a participation interest in a Revolving Collateral Loan or a Delayed Funding Loan, at the time of the funding of such Revolving Collateral Loan or Delayed Funding Loan, as applicable), (f) the participation interest provides the participant all of the economic benefit and risk of the whole or part of the loan or commitment that is the subject of the participation interest and (g) other than an Affiliate Participation Interest, such participation interest is documented under a Loan Syndications and Trading Association, Loan Market Association or similar agreement standard for loan participation transactions among institutional market participants. For the avoidance of doubt, a Participation Interest shall not include a sub-participation interest in any loan.

"PATRIOT Act" means the "Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001" (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

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"Payment Account" means the payment account established pursuant to Section 8.3(a).

"Percentage Share" means, when used:

(a) with respect to a Revolving Lender's obligation to make Revolving Loans and receive payments of interest, fees, principal and other amounts with respect thereto, the percentage obtained by dividing (i) such Revolving Lender's Revolving Loan Commitment by (ii) the Total Revolving Loan Commitment; providedthat, if the Total Revolving Loan Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Revolving Lender's Loans and the denominator shall be the aggregate unpaid principal amount of all Revolving Loans;

(b) with respect to a Term Lender's obligation to make Term Loans and receive payments of interest, fees, principal and other amounts with respect thereto, the percentage obtained by dividing (i) such Term Lender's Term Loan Commitment by (ii) the Total Term Loan Commitment; providedthat, if the Total Term Loan Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Term Lender's Loans and the denominator shall be the aggregate unpaid principal amount of all Term Loans; and

(c) with respect to any other matters, the percentage obtained by dividing (A) the sum of such Lender's Undrawn Commitments plusthe aggregate outstanding principal amount of Loans held by such Lender at such time by (B) the sum of all Lenders' Undrawn Commitments plusthe aggregate outstanding principal amount of all Loans at such time.

"Permitted Liens" means (a) Liens for state, municipal or other local Taxes if such Taxes shall not at the time be due and payable or if the Borrower shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Borrower, and no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced with respect to such Liens, (b) Liens granted to the Collateral Agent for the benefit of the Secured Parties pursuant to or by the Loan Documents, (c) the restrictions on transferability imposed by the Related Contracts (but only to the extent relating to customary procedural requirements and agent and Obligor consents (except where the Collateral Manager or any of its Affiliates is the agent) expected to be obtained in due course and provided that any Obligor consents will be obtained prior to the delivery of the related Collateral hereunder pursuant to Section 8.8), (d) the restrictions on transferability imposed by any shareholder agreements in respect of Equity Securities acquired in connection with the restructuring of a Collateral Loan or the exercise of remedies with respect thereto, (e) with respect to agented Collateral Loans, Liens in favor of the lead agent, the collateral agent or the paying agent for the benefit of all holders of indebtedness of such Obligor under the related Collateral Loan and (f) with respect to any interest in Related Property, materialman's, warehouseman's, mechanics' and other Liens arising by operation of law in the ordinary course of business if such sums shall not at the time be due and payable or if the appropriate person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the appropriate person, and no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced with respect to such Liens.

"Permitted Offer" means an Offer (i) pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Loan) in exchange for consideration consisting solely of Cash in an amount equal to or greater than the full face amount of such debt obligation plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has determined in accordance with the Servicing Standard that the offeror has sufficient access to financing to consummate the Offer.

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"Permitted Working Capital Revolver" means with respect to any Collateral Loan, a senior secured revolving facility incurred by the Obligor of such Collateral Loan that is prior in right of payment to such Collateral Loan so long as the outstanding principal balance and unfunded commitments of such facility does not exceed the greater of (a) 1x trailing twelve-month EBITDA and (b) 20% of the sum of (x) the outstanding principal balance of the Collateral Loan, plus(y) the outstanding principal balance and unfunded commitments of such revolving facility, plus(z) the outstanding principal balance of any other debt for borrowed money incurred by such Obligor that is pari passuwith such Collateral Loan.

"Person" means an individual, a corporation, an exempted company, a partnership, an association, a trust, a limited liability company, member or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Plan" means at any time an "employee pension benefit plan" as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA and either (a) is sponsored, maintained, or contributed to, or required to be contributed to, by the Borrower or a member of its ERISA Group or (b) has at any time within the preceding five plan years been sponsored, maintained, or contributed to, or required to be contributed to, by the Borrower or a member of its ERISA Group.

"Plan Asset Regulations" means the regulations promulgated at 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA.

"Pledged Collateral" has the meaning specified in the Granting Clause hereof.

"Post-Default Rate" has the meaning assigned to such term in Section 2.5(c).

"Posting Agent" means Western Alliance Trust Company, N.A., not in its individual capacity, but solely in its capacity as posting agent under any Posting Agent Letter Agreement.

"Posting Agent Letter Agreement" means any posting agent letter agreement among the Borrower, the Posting Agent and the Collateral Manager, as the same may be modified, amended or supplemented from time to time in accordance with its terms.

"PRA" means the Prudential Regulation Authority of the Bank of England.

"Prime Rate" means, for any day, the rate of interest in effect for such day that is identified and normally published by The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published as the Prime Rate, then the highest of such rates), with any change in Prime Rate to become effective as of the date the rate of interest which is so identified as the "Prime Rate" is different from that published on the preceding Business Day. If The Wall Street Journal no longer reports the Prime Rate, or if the Prime Rate no longer exists, or the Administrative Agent determines in good faith that the rate so reported no longer accurately reflects an accurate determination of the prevailing Prime Rate, then the Administrative Agent may select a reasonably comparable index or source to use as the basis for the Prime Rate (with notice to the Collateral Agent). Notwithstanding the foregoing or any other provision of this Agreement, the rate calculated pursuant to this definition shall not be less than 0%.

"Principal Allocation Formula" means:

(a) prior to the end of the Reinvestment Period, with respect to a prepayment of the Loans as specifically set forth herein:

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(i) first, to the Revolving Loans in an amount equal to the excess, if any, of (1) the Net Aggregate Exposure Amount on such Quarterly Payment Date (or other applicable date of payment) over (2) the aggregate Undrawn Commitments in respect of the Revolving Loans on such Quarterly Payment Date (or other applicable date of payment), and

(ii) second, to each of the Revolving Loans and Term Loans in accordance with their respective Principal Sharing Percentages (determined immediately prior to the application provided for in this clause (ii)); and

(b) on the last day of the Reinvestment Period and after the end of the Reinvestment Period, with respect to a prepayment of the Loans as specifically set forth herein, to each of the Revolving Loans and Term Loans in accordance with their respective Principal Sharing Percentages (determined immediately prior to the application provided for in this clause (b));

provided, in each case, that if the Principal Allocation Formula would result in the allocation of a payment of principal to the Revolving Loans in excess of the aggregate outstanding principal amount thereof, then the amount of such excess shall be deposited into the Future Funding Reserve Account.

"Principal Balance" means, as of any date of determination with respect to any Collateral Loan, the aggregate outstanding principal amount of such Collateral Loan as of such date, excluding (a) deferred or capitalized interest on any Collateral Loan (other than any such interest that was added to principal on or before the date when such Collateral Loan was acquired by the Borrower) and (b) any portion of such principal amount that has been assigned or participated by the Borrower pursuant to Section 10.1; provided, that for purposes of the definition of "S&P Weighted Average Rating Factor", "Default Rate Dispersion", "Obligor Diversity Measure", "Industry Diversity Measure", and "Regional Diversity Measure", the definition of "Principal Balance" shall include, without duplication, in the case of any such Collateral Loans that are Revolving Collateral Loans or Delayed Funding Loans, the Exposure Amounts thereof. For the avoidance of doubt, the Principal Balance of any Equity Security shall be zero.

"Principal Collateralization Amount" means, at any time, the sum of (without duplication):

(a) the Aggregate Principal Balance of all Collateral Loans (excluding Current Pay Obligations, Defaulted Loans, Deferring Loans, Discount Loans and Long-Dated Loans (each as to which the applicable rule below shall apply)), plus

(b) (i) the aggregate amount of funds on deposit in the Collection Account, including Eligible Investments, constituting Principal Proceeds, plus(ii) without duplication, the aggregate amount of funds on deposit in the Future Funding Reserve Account, including Eligible Investments; plus

(c) for all Discount Loans, the aggregate of the purchase prices, excluding accrued interest, expressed as a Dollar amount, for such Discount Loans (after adding the amount of any subsequent borrowings and/or subtracting the amount of any subsequent repayments thereof);plus

(d) for each Defaulted Loan, the Recovery Value; plus

(e) (i) for Current Pay Obligations up to 5.0% of Total Capitalization, the Aggregate Principal Balance of all such Current Pay Obligations, and (ii) for Current Pay Obligations in excess of 5.0% of Total Capitalization, the Recovery Value thereof; plus

(f) for each Deferring Loan, the S&P Collateral Value of such Deferring Loan; plus

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(g) for each Long-Dated Loan, the Long-Dated Loan Amount; minus

(h) the CCC Excess Adjustment Amount;

providedthat, (i) with respect to any Collateral Loan that satisfies more than one of the definitions of Defaulted Loan, Deferring Loan, Current Pay Obligation, Discount Loan, Long-Dated Loan or any asset that falls into the CCC Excess Adjustment Amount, such Collateral Loan shall, for the purposes of this definition, be treated as belonging to the category of Collateral Loans which results in the lowest Principal Collateralization Amount on any date of determination, (ii) the Principal Collateralization Amount for any Defaulted Loan which has been a Defaulted Loan at all times for one year or more will be zero and (iii) the Principal Collateralization Amount of any Affiliate Participation Interest that has not been elevated to an assignment prior to the applicable Elevation Deadline will be the Recovery Value.

"Principal Proceeds" means (a) with respect to any Pledged Collateral (including Cash) any payments with respect thereto that are attributable to principal in accordance with the Related Contracts of such Pledged Collateral or that do not otherwise constitute Interest Proceeds (including unapplied proceeds of the Collateral Loans), (b) any cash capital contributions made to the Borrower and applied pursuant to Section 8.2(g) (except to the extent that such capital contributions are to be treated as Interest Proceeds in accordance with Section 8.2(g)) and Section 6.5 and (c) any amounts received in respect of any Equity Security until the full principal amount with respect to the Collateral Loan that was exchanged for such Equity Security at the time such Collateral Loan became a Defaulted Loan or the full principal amount of such other asset has been recovered, after which any amounts received in respect of such Equity Security shall constitute Interest Proceeds. All sales of participation interests or assignments pursuant to Section 10.1 shall be for cash the proceeds of which shall be deemed to be Principal Proceeds for all purposes hereunder and all amounts deposited pursuant to Section 8.2(g) and designated as Principal Proceeds in accordance therewith shall be deemed to be Principal Proceeds for all purposes hereunder. No amounts that are required by the terms of any participation agreement to be paid by the Borrower to any Person to whom the Borrower has sold a participation interest shall constitute "Principal Proceeds" hereunder.

"Principal Sharing Percentage" means, with respect to any payment of principal of the Loans that is to be allocated according to the Principal Allocation Formula, a fraction, expressed as a percentage:

(a) the numerator of which is:

(i) in the case of the Term Loans, the aggregate principal amount of the Term Loans outstanding on such date; or

(ii) in the case of the Revolving Loans, the lesser of (1) the sum of (A) the aggregate principal amount of the Revolving Loans outstanding on such date and (B) the Net Aggregate Exposure Amount on such date and (2) the amount of the Total Revolving Loan Commitment on such date; providedthat if the Total Revolving Loan Commitment has been reduced to zero, then the amount determined pursuant to this clause (ii) shall equal the aggregate principal amount of the Revolving Loans outstanding on such date, and

(b) the denominator of which is the sum of:

(i) the aggregate principal amount of the Term Loans outstanding on such date; and

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(ii) the lesser of (1) the sum of (A) the aggregate principal amount of the Revolving Loans outstanding on such date and (B) the Net Aggregate Exposure Amount on such date and (2) the amount of the Total Revolving Loan Commitment on such date; providedthat if the Total Revolving Loan Commitment has been reduced to zero, the amount determined pursuant to this clause (ii) shall equal the aggregate principal amount of the Revolving Loans outstanding on such date.

"Priority of Payments" has the meaning set forth in Section 9.1(a), providedthat, at all times after a Majority of the Lenders have exercised their right to direct the liquidation of the Collateral under Article VI, "Priority of Payments" shall mean the priorities set forth in Section 6.4 hereof.

"Proceeding" means any suit in equity, action at law or other judicial or administrative proceeding.

"Prohibited Transaction" means (a) a transaction described in Section 406(a) of ERISA or Section 4975(c) of the Code, that is not exempted by a statutory or administrative or individual exemption pursuant to Section 408 of ERISA or Section 4975(d) of the Code or (b) a transaction prohibited under Similar Law.

"Proposed Portfolio" means the portfolio of Collateral Loans and Eligible Investments resulting from the proposed purchase, sale, maturity or other disposition of a Collateral Loan or a proposed reinvestment in an additional Collateral Loan, as the case may be.

"PTP Compliant Holder" means any Person if the transfer or issuance of an interest (as determined for U.S. federal income tax purposes) in the Borrower to such Person will not cause the Borrower to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code that is taxed as a corporation and, if such Person is a disregarded entity, partnership or grantor trust, such Person covenants to the Borrower that it will not permit or cause, or recognize, any transfer of its own equity interests unless such transfer would not cause the Borrower to be a publicly traded partnership that is taxed as a corporation.

"Purchase and Sale Agreement" means the Purchase and Sale Agreement between Bain Capital Senior Loan Program II, LLC, as the Seller and Borrower, as purchaser, dated on or about the date hereof.

"QFC" has the meaning specified in Section 12.27(b).

"QFC Credit Support" has the meaning specified in Section 12.27.

"Quarterly Cap" means, with respect to any Quarterly Payment Date, an amount equal to (a) $250,000 per annum (prorated for the related Interest Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) plus (b) 0.02% per annum (prorated for the related Interest Period on the basis of the actual number of days in the current calendar year and the actual number of days elapsed) multipliedby the sum of, without duplication, (i) the Aggregate Principal Balance of all Collateral Loans, (ii) the aggregate amount of funds on deposit in the Collection Account, including Eligible Investments, constituting Principal Proceeds, (iii) the aggregate amount of funds on deposit in the Future Funding Reserve Account, including Eligible Investments and (iv) the Net Aggregate Exposure Amount, in each case, measured as of the Calculation Date immediately preceding such Quarterly Payment Date.

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"Quarterly Payment Date" means (a) the 22nd of March, June, September and December in each year, commencing in September 2026, and (b) the Stated Maturity; providedthat, if any such date is not a Business Day, such Quarterly Payment Date shall be the next succeeding Business Day.

"Quarterly Payment Date Report" has the meaning set forth in Section 9.1(c).

"Rating Agency" means (a) with respect to the Loans and on and after the Rating Effective Date, S&P (and/or, if, at any time Moody's, Fitch or DBRS provides a rating of any Loans solicited by the Borrower and approved by the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), such rating agency) or (b) with respect to the Collateral generally, Fitch, Moody's or S&P (or, if, at any time Fitch, Moody's or S&P ceases to provide rating services with respect to debt obligations, any other nationally recognized investment rating agency selected by the Borrower or the Collateral Manager and approved by the Administrative Agent).

In the event that at any time any of the rating agencies referred to above ceases to be a "Rating Agency" and a replacement rating agency is selected in accordance with the preceding sentence, then references to rating categories of such replaced rating agency in this Agreement shall be deemed instead to be references to the equivalent categories of such replacement rating agency as of the most recent date on which such replacement rating agency and such replaced rating agency's published ratings for the type of obligation in respect of which such replacement rating agency is used.

"Rating Condition" means, with respect to any event or action taken or to be taken by or on behalf of the Borrower, a condition that is satisfied if S&P has confirmed in writing (which may take the form of a press release, electronic messages, facsimile, posting to its internet website, other written communication or other means then considered industry standard) that such event or action will not cause the then-current rating of the Loans by S&P to be reduced or withdrawn; providedthat the Rating Condition will be deemed to be satisfied (or inapplicable in the case of clause (b) below) with respect to any such event or action if (a) at the time of determination, none of the Loans are then rated by S&P; (b) the Agents and all of the Lenders provide their written approval as to such action and written notice thereof is given to S&P; (c) S&P has made a public statement to the effect that it will no longer review events or circumstances of the type requiring satisfaction of the Rating Condition in this Agreement for purposes of evaluating whether to confirm the then-current ratings (or Initial Rating) of the Loans rated by S&P; or (d) S&P has communicated to the Borrower, the Collateral Manager or any Agent (or their respective counsel) that it will not review such event or circumstances for purposes of evaluating whether to confirm the then-current ratings (or Initial Rating).

"Rating Effective Date" means, the initial date on which S&P provides, at the direction of the Borrower, a rating for the Loans.

"Real Estate Loan" means any debt obligation that is (a) directly or indirectly secured by a mortgage, deed of trust or similar Lien on commercial real estate, residential real estate, office, retail or industrial property or undeveloped land, is underwritten as a mortgage loan and is not otherwise associated with an operating business or (b) a loan to a company engaged primarily in acquiring and developing undeveloped land (whether or not such loan is secured by real estate).

"Recovery Value" means, for any applicable asset, the lesser of:

(a) the Principal Balance thereof multipliedby the applicable S&P Recovery Rate thereof; and

(b) the Market Value thereof (if available).

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For avoidance of doubt, the Recovery Value of a Defaulted Loan that has been a Defaulted Loan at all times for one year or more shall be zero.

"Recurring Revenue" means, with respect to any obligor, (a) the "Recurring Revenue" of such obligor or any comparable term defined in the Related Contracts, or (b) in the case of a Collateral Loan with respect to which the Related Contracts do not include a definition of "Recurring Revenue" or any comparable term, the amount of revenues of such obligor in respect of perpetual licenses, subscription agreements, maintenance streams, service, support, hosting or other similar and perpetual cash flow streams, as calculated by the Collateral Manager in accordance with the Servicing Standard, and not objected to by the Administrative Agent within 5 Business Days after receipt of such calculation, using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant obligor as per the requirements of the Related Contracts.

"Recurring Revenue Loan" means a Collateral Loan that meets each of the following criteria as of the date of acquisition or origination by the Borrower, subject to waiver by the Administrative Agent in accordance with the definition of "Collateral Loan" hereto: (i) such Collateral Loan is a Senior Secured Loan (excluding, for the avoidance of doubt, any First Lien Last-Out Loan); (ii) the net revenue retention ratio with respect to such Collateral Loan is greater than 90%; (iii) the obligor with respect to such Collateral Loan has a trailing twelve month enterprise value greater than $150,000,000; (iv) the trailing twelve month loan-to-value percentage of such Collateral Loan is less than 40%; (v) the obligor with respect to such Collateral Loan has a trailing twelve month Net-Debt-to-Recurring-Revenue Ratio of less than 3x; (vi) the Related Contracts for such Collateral Loan requires the obligor with respect to such Collateral Loan to meet at least one financial covenant, which may include either a covenant for minimum liquidity or a maximum ratio of principal loan amount outstanding to TTM Recurring Revenue as determined by the Administrative Agent in its sole discretion; and (vii) such Collateral Loan has been classified as a Recurring Revenue Loan by the Collateral Manager in good faith.

"Reference Time" means, with respect to any setting of the then-current Benchmark, (i) if such Benchmark is based on Term SOFR, then two Business Days prior to such setting, or (ii) in the case of any other Benchmark, the time determined by the Administrative Agent in its reasonable discretion.

"Regional Diversity Measure" means as of any date of determination, the number obtained by dividing (a) 1 by (b) the sum of the squares of the quotients, for each S&P Region Classification, obtained by dividing (i) the Aggregate Principal Balance at such time of all Collateral Loans (other than Defaulted Loans) issued by Obligors that belong to such S&P Region Classification by (ii) the Aggregate Principal Balance at such time of all Collateral Loans (other than Defaulted Loans).

"Register" has the meaning set forth in Section 12.7(f).

"Regulation U" means Regulation U of the Federal Reserve Board, as in effect from time to time.

"Reinvestment Period" means the period from and including the Closing Date to and including the earliest of (a) the 18-month anniversary of the Closing Date, (b) the date of the acceleration of the maturity of the Loans or the termination of the Commitments pursuant to Section 6.2, (c) any date on which the Borrower or the Collateral Manager reasonably determines that it can no longer acquire or originate additional Collateral Loans appropriate for inclusion in the Collateral in accordance with the terms of this Agreement and the Collateral Management Agreement (providedthat, in the case of this clause (c), an Authorized Officer of the Collateral Manager shall provide a written notice as to such determination to the Agents, the Lenders and S&P at least five Business Days prior to such date), (d) any date on which (i) a Majority of the Lenders provide written notice to the Borrower that an event constituting "Cause" as

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defined in the Collateral Management Agreement has occurred or (ii) the Collateral Manager assigns its rights and obligations hereunder or under the Collateral Management Agreement (except in accordance with the terms hereof and thereof) and (e) the date on which the Collateral Manager shall have notified the Borrower of its intention to resign as Collateral Manager or the occurrence of any other termination of the Collateral Management Agreement, whether or not in accordance with its terms.

"Related Contracts" means all credit agreements, indentures, note purchase agreements, notes, security agreements, leases, financing statements, guaranties, and other contracts, agreements, instruments and other papers evidencing, securing, guaranteeing or otherwise relating to any Collateral Loan or Eligible Investment or other investment with respect to any Collateral or proceeds thereof (including the applicable underlying instruments), together with all of the Borrower's right, title and interest in and to all property or assets securing or otherwise relating to any Collateral Loan or other loan or security of the Borrower or Eligible Investment or other investment with respect to any Collateral or proceeds thereof or any Related Contract and a certified copy of each agreement under which the Borrower sells a participation interest in any Collateral Loan pursuant to Section 10.1 or sells all or any part of a Collateral Loan by assignment pursuant to Section 10.1; provided, however, that for purposes of Article XIV and delivery of Custodial Documents to the Collateral Custodian, "Related Contracts" shall mean with respect to a Collateral Loan, the related credit agreements, indentures, note purchase agreements, notes, security agreements, leases, financing statements, guaranties, and other contracts, agreements, instruments and other papers evidencing, securing, guaranteeing or otherwise relating to such Collateral Loan, as identified on the related Loan Checklist for such Collateral Loan, and a certified copy of each agreement under which the Borrower sells a participation interest in any Collateral Loan pursuant to Section 10.1 or sells all or any part of a Collateral Loan by assignment pursuant to Section 10.1.

"Related Property" has the meaning specified in the Granting Clause hereof.

"Relevant Governmental Body" means, the Federal Reserve Board, the NYFRB or a committee officially endorsed or convened by the Federal Reserve Board or the NYFRB or, in each case, any successor thereto.

"Relevant Recipient" means (i) a Lender; (ii) a potential Lender; (iii) a rating agency; (iv) the Collateral Custodian; (v) the portfolio manager, collateral manager, investment manager, or sponsor or originator under the Securitisation Regulation; (vi) a competent authority (as defined under the EU Securitisation Regulation or the UK Securitisation Regulation); (vii) a party expressly permitted access pursuant to the Loan Documents; or (viii) the Borrower.

"Relevant Test Period" means with respect to any Collateral Loan, the relevant test period for the calculation of Total Net Leverage Ratio or EBITDA as applicable, for such Collateral Loan in accordance with the Related Contracts or, if no such period is provided for therein, each period of the last four (4) consecutive fiscal quarters of the principal Obligor on such Collateral Loan for which financial statements were required to have been delivered under the Related Contracts; provided, that with respect to any Collateral Loan for which the relevant test period is not provided for in the Related Contracts, if an Obligor is a newly‑formed entity as to which twelve (12) consecutive calendar months have not yet elapsed, "Relevant Test Period" means an annualization methodology reasonably determined by the Collateral Manager.

"Replacement Lender" has the meaning set forth in Section 11.3(e).

"Reporting Agent" means an entity, other than the Collateral Administrator, that may be appointed by the Borrower to ‎deliver and/or make available the documents, reports and other information

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to the Relevant ‎Recipients in fulfilment of the Borrower's obligations, as the Designated Reporting Entity pursuant to the Securitisation Regulations.

"Reporting Website" means, initially, https://watcdirect.westernalliancetrust.com (or such other website as may be notified by the Collateral Administrator to the Borrower and the Collateral Manager).

"Requested Amount" has the meaning assigned to such term in Section 2.2(a).

"Requested Conversion Portion" has the meaning set forth in Section 2.7(b)(i).

"Required S&P Credit Estimate Information" means S&P's "Anatomy of a Credit Estimate: What It Means and How We Do It" dated January 14, 2021 and any other available information S&P reasonably requests in order to produce a credit estimate for a particular asset.

"Resolution Authority" means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

"Restricted Trading Period" means each day during which the S&P Rating of the Revolving Loans or the Term Loans is one or more sub-categories below the Initial Rating by S&P or the S&P Rating of the Revolving Loans or the Term Loans then outstanding has been withdrawn and not reinstated; providedthat such period will not be a Restricted Trading Period upon the direction of a Majority of the Lenders (providedthat (i) the Borrower shall provide notice to S&P of such direction and (ii) such direction shall not apply to any subsequent occurrence of any of the Loans being downgraded, withdrawn or put on watch); providedfurtherthat no Restricted Trading Period shall restrict any purchase or sale of a Collateral Loan entered into by the Borrower at a time when a Restricted Trading Period is not in effect, regardless of whether such sale has settled.

"Retained Expense Amount" means, with respect to any Quarterly Payment Date, the amount, if any, by which (a) the sum of the amount determined pursuant to the definition of "Quarterly Cap" for such Quarterly Payment Date and each of the three prior Quarterly Payment Dates exceeds (b) the sum of (i) the aggregate payments made under Section 9.1(a)(i)(A)(3) on such Quarterly Payment Date and each of the three prior Quarterly Payment Dates and (ii) Administrative Expenses paid pursuant to Section 8.2(d) during each of the Due Periods prior to each of the three prior Quarterly Payment Dates.

"Retention Provider" means Bain Capital Senior Loan Program II, LLC.

"Revolving Collateral Loan" means a Collateral Loan that provides the Obligor thereunder with a revolving credit facility from which one or more borrowings may be made up to the stated principal amount of such revolving credit facility and which provides that borrowed amounts may be repaid and reborrowed from time to time; providedthat such loan shall only be considered to be a Revolving Collateral Loan only until all commitments to make advances to the Obligor expire or are terminated or irrevocably reduced to zero.

"Revolving Lender" means each Person that is listed as a "Revolving Lender" on the signature pages hereto, any Person that shall have become a party hereto pursuant to an Assignment and Assumption in respect of the Revolving Loans and, in each case, their respective successors, in each case other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption in respect of the Revolving Loans.

"Revolving Loan" has the meaning assigned to such term in Section 2.1(a).

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"Revolving Loan Borrowing" has the meaning assigned to such term in Section 2.1.

"Revolving Loan Commitment" means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans to the Borrower during the Revolving Loan Commitment Period in the amount set forth opposite such Revolving Lender's name on Schedule F hereto (or pursuant to an Assignment and Assumption), as such amount may be terminated or reduced (including pursuant to Section 2.7) or increased (pursuant to Section 2.14 or Section 12.6) from time to time in accordance with the terms of this Agreement.

"Revolving Loan Commitment Period" means the period commencing on the Closing Date and ending on the earliest of:

(a) the time at which (i) all Revolving Loans have been converted to Term Loans or (ii) there are no principal amounts outstanding under the Revolving Loans and all Revolving Loan Commitments are terminated or reduced to zero as provided in this Agreement (whether pursuant to Article II, Article VI or otherwise); and

(b) the last day of the Reinvestment Period;

providedthat the Revolving Loan Commitment Period shall not end unless and until, if necessary, the Future Funding Reserve Loan has been made.

"Revolving Loan Commitment Reduction Amount" has the meaning assigned to such term in Section 2.7(a)(ii).

"Revolving Loan Conversion Date" means any date selected by a Revolving Lender (with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and prior written notice to the Administrative Agent) for conversion of the applicable Revolving Loans into Term Loans.

"S&P" means S&P Global Ratings, a Standard & Poor's Financial Services LLC business, and any successor or successors thereto.

"S&P CDO Monitor" means the dynamic, analytical computer model developed by S&P used to calculate the default frequency in terms of the amount of debt assumed to default as a percentage of the original principal amount of the Collateral Loans consistent with a specified benchmark rating level based upon certain assumptions (including the Weighted Average S&P Recovery Rate) and S&P's proprietary corporate default studies, as may be amended by S&P from time to time upon notice to the Borrower, the Administrative Agent and the Collateral Administrator. Inputs for the S&P CDO Monitor will be chosen by the Collateral Manager (with notice to the Collateral Administrator) and associated with either (a) a recovery rate for the Loans from the S&P Recovery Rate Matrix, a "Weighted Average Life" from the Maximum Weighted Average Life Test and a "Weighted Average Spread" from the S&P Weighted Average Floating Spread Matrix or (b) a weighted average recovery rate for the Loans, a weighted average life and a weighted average floating spread selected by the Collateral Manager (with notice to the Collateral Administrator) and confirmed by S&P; providedthat the Collateral Manager shall not be permitted to select a spread higher than the current Weighted Average Spread, a recovery rate higher than the current Weighted Average S&P Recovery Rate or a weighted average life shorter than the current Weighted Average Life.

"S&P CDO Monitor Election Date" means the date specified by the Collateral Manager, at any time after the Rating Effective Date upon at least five (5) Business Days' prior written notice to S&P, the Administrative Agent and the Collateral Agent, evidencing the Collateral Manager's election to utilize

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the S&P CDO Monitor in determining compliance with the S&P CDO Monitor Test; providedthat an S&P CDO Monitor Election Date may only occur once.

"S&P CDO Monitor Recovery Rate" means the weighted average recovery rate applicable as of any date of determination determined pursuant to clause (a) or (b) of the definition of S&P CDO Monitor.

"S&P CDO Monitor Test" means a test that shall be satisfied if on any Measurement Date and during the Reinvestment Period (and, after an S&P CDO Monitor Election Date, following receipt by the Borrower and the Collateral Administrator of the S&P CDO Monitor input files), if, after giving effect to the purchase of a Collateral Loan, the Default Differential of the Proposed Portfolio with respect to the Loans is positive. The S&P CDO Monitor Test shall be considered to be improved if the Default Differential of the Proposed Portfolio that is not positive is greater than the Default Differential of the Current Portfolio. At any time on or after the S&P CDO Monitor Election Date, if S&P fails to provide the Break-even Default Rates for each S&P CDO Monitor input file (in accordance with the definition of "Break-even Default Rate"), the Borrower (or the Collateral Manager on behalf of the Borrower) shall make reasonable efforts to obtain such Break-even Default Rates from S&P.

"S&P Collateral Value" means with respect to any asset, the lower of (i) the Principal Balance thereof multiplied by the applicable S&P Recovery Rate thereof as of the relevant Measurement Date and (ii) the Market Value thereof as of the relevant Measurement Date.

"S&P Counterparty Criteria" means, with respect to any Participation Interest (other than an Affiliate Participation Interest), a criterion that will be met if immediately after giving effect to such acquisition, the percentage of the Aggregate Maximum Principal Balance of the Collateral Loans that consists in the aggregate of Participation Interests with Selling Institutions with the relevant agent bank that have the same or a lower credit rating, does not exceed the "Aggregate Percentage Limit" (in the case of all Selling Institutions) or "Individual Percentage Limit" (in the case of a Selling Institution) set forth below for such credit rating

_______________

** Only for so long as the Selling Institution or agent, as applicable, has an S&P long-term issuer credit rating of at least A and a short-term issuer credit rating of at least A-1. If such Selling Institution or agent, as applicable, does not have an S&P short-term issuer credit rating or has an S&P short-term issuer credit rating of less than A-1, then the minimum S&P rating for purposes of the S&P Counterparty Criteria will be A+.

*** If the Selling Institution or agent, as applicable, does not have a short-term issuer credit rating by S&P of at least A-1.

"S&P Credit Estimate" means, with respect to any Collateral Loan, a credit estimate obtained from S&P in accordance with the Required S&P Credit Estimate Information and any other available information S&P reasonably requests in order to produce a credit estimate for a particular asset.

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"S&P Industry Classification" means each industry identified on Schedule B.

"S&P Minimum Floating Spread" means the weighted average floating spread applicable as of any date of determination determined pursuant to clause (a) or (b) of the definition of S&P CDO Monitor.

"S&P Rating" means with respect to any Collateral Loan, as of any date of determination, the rating determined in accordance with the following methodology:

(a) with respect to a Collateral Loan that is not a DIP Loan, (i) if there is an issuer credit rating of the issuer of such Collateral Loan by S&P as published by S&P, or the guarantor which unconditionally and irrevocably guarantees such Collateral Loan pursuant to a form of pursuant to a form of guaranty meeting applicable then-current S&P guarantee criteria, then the S&P Rating will be such rating (regardless of whether there is a published rating by S&P on the Collateral Loans of such issuer held by the Borrower) or (ii) if there is no issuer credit rating of the issuer by S&P but (A) if there is a senior unsecured rating on any obligation or security of the issuer, the S&P Rating of such Collateral Loan will equal such rating; (B) if there is a senior secured rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Loan will be one subcategory below such rating; and (C) if there is a subordinated rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Loan will be one subcategory above such rating; or

(b) with respect to any Collateral Loan that is a DIP Loan, the S&P Rating thereof will be the credit rating assigned to such issue by S&P, or if such DIP Loan was assigned a point-in-time rating by S&P that was withdrawn, such withdrawn rating may be used for 12 months after the assignment of such rating (provided that if any such Collateral Loan that is a DIP Loan is newly issued and the Collateral Manager expects an S&P credit rating within 90 days, the S&P Rating of such Collateral Loan shall be "CCC-" until such credit rating is obtained from S&P); or

(c) if the S&P Rating is not determined pursuant to clauses (a) or (b), then the S&P Rating will be the S&P equivalent of the public rating (if any) by Moody's or Fitch of such obligation or issuer; or

(d) if the S&P Rating is not determined pursuant to clauses (a), (b) or (c) or at the option of the Collateral Manager, the S&P Rating may be based on a credit estimate provided by S&P, and in connection therewith, the Borrower, the Collateral Manager on behalf of the Borrower or the issuer of such Collateral Loan shall, prior to or within 30 days after the acquisition of such Collateral Loan, apply (and concurrently submit all available Required S&P Credit Estimate Information in respect of such application) to S&P for a credit estimate which will be its S&P Rating; providedthat, until the receipt from S&P of such estimate, such Collateral Loan will have an S&P Rating as determined by the Collateral Manager in its sole discretion if the Collateral Manager certifies to the Administrative Agent and the Collateral Administrator that it believes that such S&P Rating determined by the Collateral Manager is commercially reasonable and will be at least equal to such rating; provided, further, that if such Required S&P Credit Estimate Information is not submitted within such 30-day period, then, pending receipt from S&P of such estimate, the Collateral Loan will have (i) the S&P Rating as determined by the Collateral Manager for a period of up to 90 days after acquisition of such Collateral Loan and (ii) an S&P Rating of "CCC-" following such 90 day period; unless, during such 90 day period, the Collateral Manager has requested the extension of such period and S&P, in its sole discretion, has granted such request; provided, further, that such confirmed or updated credit estimate will expire on the 12-month anniversary of such confirmation or update, unless confirmed or updated prior thereto; and

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(e) if the S&P Rating is not determined pursuant to clauses (a), (b), (c) or (d), (i)(1) with respect to a DIP Loan, the S&P Rating of such DIP Loan will be, at the election of the Borrower (at the direction of the Collateral Manager), "CCC-" or, for a period of up to 90 days (or such earlier date if an S&P Rating is assigned prior to the expiration of such 90-day period) after acquisition of such Collateral Loan, such higher rating as reasonably determined by the Collateral Manager (not to be called into question as a result of subsequent events) so long as the Collateral Manager reasonably expects that such DIP Loan will be assigned an S&P Rating equal to or higher than such S&P Rating determined by the Collateral Manager no later than 90 days after such acquisition; provided, that if such DIP Loan has no S&P Rating at the expiration of such 90-day period, the S&P Rating will be, at the election of the Borrower, "CCC-" or such lower rating as applicable in accordance with this definition of "S&P Rating" and (2) with respect to a Current Pay Obligation, the S&P Rating will be "CCC", and (ii) with respect to a Collateral Loan that is not a DIP Loan or a Current Pay Obligation, the S&P Rating of such Collateral Loan will at the election of the Borrower (at the direction of the Collateral Manager) be "CCC-" providedthat (A) all debt securities and other obligations of the Obligor are current and the Collateral Manager reasonably expects them to remain current, (B) such Obligor nor any of its Affiliates are not currently in reorganization or bankruptcy, (C) such Obligor has not defaulted on any of its debts during the immediately preceding two year period and (D) at any time that more than 10% of the Aggregate Principal Balance of all Collateral Loans with S&P Ratings determined pursuant to this clause (e), the Borrower will submit all available Required S&P Credit Estimate Information in respect of such Collateral Loans to S&P;

providedthat for purposes of the determination of the S&P Rating, (x) if the applicable rating assigned by S&P to an obligor or its obligations is on "credit watch positive" by S&P, such rating will be treated as being one subcategory above such assigned rating and (y) if the applicable rating assigned by S&P to an obligor or its obligations is on "credit watch negative" by S&P, such rating will be treated as being one subcategory below such assigned rating.

"S&P Rating Factor" means, for each Collateral Loan, the number set forth to the right of the applicable S&P Rating of such Collateral Loan:

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"S&P Recovery Rate" means with respect to a Collateral Loan, the recovery rate determined in the manner set forth in Schedule Dhereto using the Initial Rating.

"S&P Recovery Rate Matrix" means a number between 35% and 55% (in increments of .10%).

"S&P Recovery Rating" means with respect to a Collateral Loan, the recovery rating determined by S&P in the manner set forth in Schedule Dhereto.

"S&P Region Classification" means with respect to a Collateral Loan, the applicable classification set forth in the table titled "S&P Region Classification" set forth in Schedule Dhereto.

"S&P Weighted Average Floating Spread Matrix" means a spread between 1% and 7% (in increments of .01%) without exceeding the current Weighted Average Spread (determined as if all Discount Loans instead constituted Collateral Loans that are not Discount Loans) as of such Measurement Date.

"S&P Weighted Average Rating Factor" means the quotient equal to 'A divided by B', where:

A = the sum of the products, for all Collateral Loans (excluding Defaulted Loans) of (i) the Principal Balance of the Collateral Loans and (ii) the S&P Rating Factor of the Collateral Loan; and

B = the Aggregate Principal Balance of all Collateral Loans (excluding Defaulted Loans).

"Sale Proceeds" means all proceeds (excluding accrued interest, if any) received with respect to Collateral as a result of sales of such Collateral less any reasonable expenses incurred by the Borrower, the Collateral Manager or the Collateral Agent (other than amounts payable as Administrative Expenses) in connection with such sales.

"Sanctioned Country" means any country, region or territory that is the subject or target of comprehensive or country- or territory-wide Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine.

"Sanctioned Person" means any Person that is a designated target of any Sanctions or otherwise a subject of any Sanctions, including as a result of being (a) owned or controlled directly or indirectly by any Persons (or Person) that are designated targets of any Sanctions, or (b) organized or operating under the laws of, located in, or a citizen or resident of, any country or territory that is subject to comprehensive country- or territory-wide Sanctions.

"Sanctions" means any economic or financial sanctions or trade embargoes (or similar measures) imposed, administered or enforced from time to time by (a) the United States of America (including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State), (b) the United Nations Security Council, (c) the European Union or any member state thereof, or (d) Her Majesty's Treasury of the United Kingdom.

"Scenario Default Rate" means, with respect to the Loans:

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(i) prior to the S&P CDO Monitor Election Date, the rate at such time equal to (i) 0.137223 plus(ii)(x) the S&P Weighted Average Rating Factor divided by(y) 8829.01 minus(iii)(x) the Default Rate Dispersion divided by(y) 20413.6 minus(iv)(x) the Obligor Diversity Measure divided by(y) 9556.72 minus(v)(x) the Industry Diversity Measure divided by(y) 2256.55 minus(vi)(x) the Regional Diversity Measure divided by(y) 40.2751 plus(vii)(x) the Weighted Average Life divided by(y) 26.7396; or

(ii) on and after the S&P CDO Monitor Election Date, an estimate of the cumulative default rate for the Current Portfolio or the Proposed Portfolio, as applicable, consistent with S&P's Initial Rating of the Loans, determined by application by the Collateral Manager and the Collateral Administrator of the S&P CDO Monitor at such time.

"Scheduled Distribution" means, with respect to any Collateral Loan, for each Due Date, the scheduled payment of principal and/or interest and/or fees due on such Due Date with respect to such Collateral Loan, determined in accordance with the assumptions specified in Section 1.3.

"SEC" means the United States Securities and Exchange Commission.

"Second Lien Loan" means any origination or assignment of or Participation Interest in a loan that: (a) is not (and cannot by its terms become) subordinate in right of payment to any other obligation of the Obligor of the loan (other than with respect to trade claims, capitalized leases or similar obligations) but which is subordinated (with respect to liquidation preferences with respect to the primary pledged collateral securing such loan) to a Senior Secured Loan of the Obligor (and may also be subordinate to any obligation permitted to be senior to a Senior Secured Loan), (b) is secured by a valid second-priority perfected security interest or lien in, to or on specified collateral securing the Obligor's obligations under the Second Lien Loan the value of which is adequate (in the commercially reasonable judgment of the Borrower as of the time of acquisition or origination, not to be called into question at a later date) to repay the loan in accordance with its terms and to repay all other loans of equal or higher seniority secured by a lien or security interest in the same collateral and (c) is not secured solely or primarily by common stock or other equity interests; providedthat the limitation set forth in this clause (c) shall not apply with respect to a loan made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that (i) the granting by any such subsidiary of a lien on its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such loan or any other similar type of indebtedness owing to third parties) and (ii) such subsidiary does not have any Indebtedness (other than current accounts payable in the ordinary course of business, capitalized leases or other similar indebtedness incurred in the ordinary course of business).

"Secured Obligations" means all obligations, liabilities and Indebtedness of every nature of the Borrower, from time to time owing to the Agents, the Interest Hedge Counterparties, the Lenders and the other Secured Parties, under or in connection with this Agreement and the other Loan Documents, including, without limitation, (a) the unpaid principal amount of, and interest on (including interest which, but for the commencement of an insolvency, reorganization or bankruptcy case or proceeding or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Borrower or with respect to any of its assets, would have accrued on any Secured Obligation, whether or not a claim is allowed against the Borrower for such interest in any such case or proceeding), all Loans then outstanding, and (b) all fees, expenses, indemnity payments and other amounts owed to any Secured Party pursuant to this Agreement and the other Loan Documents, in each case, whether or not then due and payable.

"Secured Parties" means, collectively, the Agents and the Lenders.

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"Securities Intermediary" means Western Alliance, in its capacity as securities intermediary under the Account Control Agreement.

"Securitisation Regulations" means the EU Securitisation Regulation and the UK Securitisation Regulation.

"Seller" means Bain Capital Senior Loan Program II, LLC.

"Selling Institution" means an entity obligated to make payments to the Borrower under the terms of a Participation Interest.

"Senior Advance Rate" means, as of any Measurement Date (or other applicable date), the ratio (expressed as a percentage) obtained by dividing:

(a) the sum of (i) the aggregate outstanding principal amount of all Loans as of such date plus(ii) the Net Aggregate Exposure Amount for all Collateral Loans as of such date; by

(b) the Principal Collateralization Amount as of such date.

"Senior Advance Rate Test" means a test satisfied on any Funding Date or other date of determination if the Senior Advance Rate at such time is less than or equal to the threshold set forth under the column "Senior Advance Rate" of the Advance Rate Matrix for the Applicable Row Level then in effect.

"Senior Authorized Officer" means, with respect to any Person, any officer of such Person that is a chief executive officer, chief operating officer, chief financial officer, investment committee voting member, partner, chief credit officer, credit committee member, executive vice president or president (or, in each case, any other officer with a position analogous to those identified above and in the case of any limited liability company, any manager) or any other officer responsible for the administration of the Collateral or the performance of such Person's obligations under the Loan Documents.

"Senior Coverage Tests" means each of the Senior Overcollateralization Ratio Test and the Senior Interest Coverage Ratio Test.

"Senior Interest Coverage Ratio" means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing:

(a) (i) the Interest Coverage Amount less(ii) all amounts payable on the related Quarterly Payment Date pursuant to clauses (A), (B) and (C) of Section 9.1(a)(i) by

(b) the sum of (i) all interest due on the Loans on the related Quarterly Payment Date and (ii) the Commitment Fees due to the Lenders on the related Quarterly Payment Date.

"Senior Interest Coverage Ratio Test" means a test satisfied on any Measurement Date following the second Quarterly Payment Date if the Senior Interest Coverage Ratio is greater than or equal to 110% on such date.

"Senior Overcollateralization Ratio" means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing:

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(a) the sum of (i) the Principal Collateralization Amount as of such date plus(ii) the Net Aggregate Exposure Amount (excluding any Unsettled Amounts to the extent already included in the amount in clause (i)) for all Collateral Loans as of such date; by

(b) the sum of (i) the aggregate outstanding principal amount of the Loans as of such date plus(ii) the Net Aggregate Exposure Amount for all Collateral Loans as of such date.

"Senior Overcollateralization Ratio Test" means a test satisfied on any Measurement Date if the Senior Overcollateralization Ratio equals or exceeds the threshold set forth under the column "Overcollateralization Ratio" of the Advance Rate Matrix for the Applicable Row Level then in effect.

"Senior Secured Loan" means any origination or assignment of or Participation Interest in a loan (other than, except as otherwise explicitly stated herein, a First Lien Last-Out Loan) that: (a) is not (and cannot by its terms become) subordinate in right of payment to any other obligation of the Obligor of such loan (other than with respect to any ABL Facility, trade claims, capitalized leases or similar obligations and any Permitted Working Capital Revolver); (b) is secured by a valid first priority perfected security interest or lien in, to or on specified collateral securing the Obligor's obligations under such loan; (c) the value of the collateral securing such loan at the time of origination or acquisition together with other attributes of the Obligor (as determined by the Borrower, including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Borrower as determined on the date of acquisition or origination, not to be called into question at a later date) to repay such debt in accordance with its terms and to repay all other such debt of equal seniority secured by a first lien or security interest in the same collateral and (d) is not secured solely or primarily by common stock or other equity interests; provided that the limitation set forth in this clause (d) shall not apply with respect to a loan made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that (i) the granting by any such subsidiary of a lien on its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such loan or any other similar type of indebtedness owing to third parties) and (ii) such subsidiary does not have any Indebtedness (other than current accounts payable in the ordinary course of business, capitalized leases or other similar indebtedness incurred in the ordinary course of business).

"Servicing Standard" means the Collateral Manager will perform its obligations hereunder and thereunder with reasonable care and in good faith in rendering its services and performing its obligations as Collateral Manager, using a degree of skill and attention no less than that which the Collateral Manager exercises with respect to comparable assets that it manages for itself and others in accordance with its existing practices and procedures relating to clients such as the Company and to assets of the nature and character of the Collateral Loans.

"Similar Law" means any federal, state, local or non-U.S. laws or regulations that are substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.

"SOFR" means a rate equal to the secured overnight financing rate administered by the SOFR Administrator.

"SOFR Administrator" means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal Reserve Bank of New York or other Person acting as the SOFR Administrator at such time.

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"SOFR Loans" means Loans accruing interest at an Applicable Rate based upon Term SOFR.

"Specified Change" means any amendment, consent, modification or waiver of, or supplement to, a Related Contract that (a) extends the final maturity of a Collateral Loan beyond the Stated Maturity, (b) reduces or forgives the principal amount of a Collateral Loan (other than a Defaulted Loan that has been a Defaulted Loan for one year or more), (c) reduces the rate of interest payable on a Collateral Loan by more than 25.0% (other than a Defaulted Loan that has been a Defaulted Loan for one year or more), (d) postpones the Due Date of any Scheduled Distribution in respect of a Collateral Loan by more than three months, (e) subordinates (in right of payment, with respect to liquidation preferences or otherwise) a Collateral Loan, (f) releases any material guarantor or co-obligor of a Collateral Loan from its obligations, (g) releases a material portion of the collateral securing such Collateral Loan (excluding Defaulted Loans and any such releases associated with a prepayment so long as the Borrower certifies that such prepayment is not due to credit-related reasons) or (h) changes any of the provisions of a Related Contract by reducing the number or percentage of lenders required to effect any of the foregoing.

"Stated Maturity" means May 8, 2034.

"Step-Down Loan" means an obligation or security which by the terms of the applicable Related Contracts provides for a decrease in the per annum interest rate on such obligation or security (other than by reason of any change in the applicable index or benchmark rate used to determine such interest rate) or in the spread over the applicable index or benchmark rate, solely as a function of the passage of time; providedthat, an obligation or security providing for payment of a constant rate of interest or in the spread over the applicable index or benchmark rate at all times after the date of acquisition by the Borrower shall not constitute a Step-Down Loan.

"Step-Up Loan" means an obligation or security which by the terms of the applicable Related Contracts provides for an increase in the per annum interest rate on such obligation or security, or in the spread over the applicable index or benchmark rate, solely as a function of the passage of time; providedthat, an obligation or security providing for payment of a constant rate of interest or in the spread over the applicable index or benchmark rate at all times after the date of acquisition by the Borrower shall not constitute a Step-Up Loan.

"Structured Finance Obligation" means any debt obligation owing by a finance vehicle that is secured directly by, referenced to, and/or representing ownership of, a pool of receivables or a pool of other assets, including collateralized debt obligations, residential mortgage-backed securities, commercial mortgage-backed securities, other asset-backed securities, "future flow" receivable transactions and other similar obligations; providedthat any ABL Facility and loans directly to financial service companies, factoring businesses, health care providers and other genuine operating businesses do not constitute Structured Finance Obligations.

"Subordinated Loan" means a loan obligation of any corporation, partnership, trust or other business entity which is (whether by its terms or otherwise) subordinate in right of payment to any other debt for borrowed money incurred by the Obligor under such loan and that is not a Senior Secured Loan, a First Lien Last-Out Loan or a Second Lien Loan.

"Subsidiary" means any corporation, limited partnership, limited liability company or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Borrower.

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"Supported QFC" has the meaning specified in Section 12.27.

"Synthetic Security" means a security or swap transaction, other than a Participation Interest, that has payments associated with either payments of interest on and/or principal of a reference obligation or the credit performance of a reference obligation.

"Take-Out CLO" means the capital markets collateralized loan obligation transaction to be managed by the Collateral Manager and arranged by SG Americas Securities, LLC, the proceeds of which will be used to repay the outstanding principal amount of the Loans.

"Take-Out CLO Date" means the date on which the Take-Out CLO occurs.

"Target Initial Par Amount" means $425,000,000.

"Taxes" has the meaning set forth in Section 11.4(a).

"Term Lender" means each Person that is listed as a "Term Lender" on the signature pages hereto, any Person that shall have become a party hereto pursuant to an Assignment and Assumption in respect of the Term Loan, any Person that shall have converted all or a portion of its Revolving Loans into Term Loans pursuant to Section 2.7(b) of this Agreement and, in each case, their respective successors, in each case other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption in respect of the Term Loans.

"Term Loan" has the meaning assigned to such term in Section 2.1(b).

"Term Loan Borrowing" has the meaning assigned to such term in Section 2.1.

"Term Loan Commitment" means, with respect to each Term Lender, the commitment of such Term Lender to make Term Loans to the Borrower during the Term Loan Commitment Period in the amount set forth opposite such Term Lender's name on Schedule F hereto (or pursuant to an Assignment and Assumption), as such amount may be terminated or reduced (including pursuant to Section 2.7) or increased (pursuant to Section 2.14 or Section 12.6) from time to time in accordance with the terms of this Agreement.

"Term Loan Commitment Period" means the period commencing on the Closing Date and ending on the earliest of:

(a) there are no principal amounts outstanding under the Term Loans and all Term Loan Commitments are terminated or reduced to zero as provided in this Agreement (whether pursuant to Article II, Article VI or otherwise); and

(b) the 12-month anniversary from the Closing Date.

"Term SOFR" means, with respect to any Term SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m. (Chicago time) two U.S. Government Securities Business Days period to the commencement of such Interest Period (such day, a "Term SOFR Determination Day"), as such rate is published by the CME Term SOFR Administrator. If by 5:00 p.m. (New York City time) on such Term SOFR Determination Day, "Term SOFR" for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR for such Term SOFR Determination Day will be the Term SOFR as published in respect of the first

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preceding U.S. Government Securities Business Day for which such Term SOFR was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than three Business Days prior to such Term SOFR Determination Day. If Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement

"Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA), or a successor administrator of the Term SOFR Reference Rate selected by the Initial Lender (in its reasonable discretion).

"Term SOFR Determination Day" has the meaning specified in the definition of "Term SOFR".

"Term SOFR Reference Rate" means the forward-looking term rate based on SOFR.

"Total Capitalization" means, without duplication, at any time, the sum of (a) the Aggregate Principal Balance of the Collateral Loans (excluding any Defaulted Loans), plus (b) the Recovery Value of the Defaulted Loans, plus(c) the aggregate amount of the Undrawn Commitments in excess of the Net Aggregate Exposure Amount, plus(d) the amount of all cash and Eligible Investments in the Collection Account and in the Future Funding Reserve Account, in each case constituting Principal Proceeds, plus(e) the Net Aggregate Exposure Amount (excluding any Unsettled Amounts to the extent already included in the amount in clause (a)).

"Total Net Leverage Ratio" means respect to any Collateral Loan for any Relevant Test Period either (a) the meaning of "Total Net Leverage Ratio" or any comparable definition for such Collateral Loan, or (b) in the case of any Collateral Loan with respect to which the Related Contracts do not include a definition of "Total Net Leverage Ratio" or comparable definition, the ratio of (i) Indebtedness (including, without limitation, such Collateral Loan) of the applicable Obligor as of the date of determination minusthe unrestricted cash of such Obligor as of such dateto (ii) EBITDA of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Collateral Manager in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor in accordance with the requirements of the Related Contracts.

"Total Revolving Loan Commitment" means, as of any date of determination, the aggregate amount of the Revolving Loan Commitments (drawn or undrawn) on such date, which as of the Closing Date is the amount set forth under the column "Commitment Amount" on Schedule F hereto (as such amount may be reduced from time to time pursuant to Section 2.7 or increased from time to time pursuant to Section 2.14 or Section 12.6).

"Total Term Loan Commitment" means, as of any date of determination, the aggregate amount of the Term Loan Commitments on such date, which as of the Closing Date is the amount set forth under the column "Commitment Amount" on Schedule F hereto (as such amount may be reduced or increased from time to time pursuant to Section 2.7 or increased from time to time pursuant to Section 2.14 or Section 12.6).

"Transparency and Reporting Requirements" means the EU Transparency and Reporting Requirements and the UK Transparency and Reporting Requirements.

"Transparency Reports" means any information in the form of the full standardized reporting templates required by the Transparency and Reporting Requirements (as amended from time to time).

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"Treasury Regulations" means the tax regulations issued by the United States Internal Revenue Service.

"TTM Recurring Revenue" means, with respect to any obligor and any date, the Recurring Revenue for such obligor for the trailing twelve months ending on such date, as calculated by the Collateral Manager in good faith in accordance with the Servicing Standard using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant obligor as per the requirements of the Related Contracts.

"Type" means, in respect of the Loans, either Revolving Loans or Term Loans.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York.

"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

"UK PRA Rulebook" means the rulebook of published policy of the PRA.

"UK PRA Securitisation Rules" or "UK PRASR" means the Securitisation Part of the UK PRA Rulebook.

"UK Resolution Authority" means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

"UK SECN" means the securitisation sourcebook of the FCA Handbook.

"UK Securitisation Regulation" means, collectively, the UK’s Securitisation Regulations 2024 (SI 2024/102), the UK PRASR and the UK SECN, in each case, as applicable and including any implementing regulation, secondary legislation, technical and official guidance relating thereto (in each case, unless the context suggests otherwise, as amended, varied or substituted from time to time).

"UK Transparency and Reporting Requirements" means the transparency requirements contained in Article 7 of Chapter 2 of the UK PRASR, Chapter 5 of the UK PRASR (including its Annexes), Chapter 6 of the UK PRASR (including its Annexes), UK SECN 6, UK SECN 11 (including its Annexes) and UK SECN 12 (including its Annexes) together with any other guidelines and technical standards published in relation thereto by the FCA, the PRA or other relevant UK regulator, in each case together with any amendments to those provisions or any successor or replacement provisions included in any UK regulation.

"Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

"Undrawn Commitment" means, with respect to any Lender at any time, an amount (which may not be less than zero) equal to (a) such Lender's Commitment at such time minus(b) the aggregate outstanding principal amount of Loans held by such Lender at such time.

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"United States" means the United States of America, including the states and the District of Columbia, but excluding its territories and possessions.

"Unsettled Amount" as of any date means all amounts due in respect of any Collateral Loans that the Borrower has entered into a binding commitment to originate or acquire but has not yet settled.

"U.S. Government Securities Business Day" means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"U.S. Person" means any Person that is a "United States person" as defined in Section 7701(a)(30) of the Code.

"U.S. Special Resolution Regimes" has the meaning specified in Section 12.27.

"Website Certification" means the applicable certification available on the Reporting Website required to be made and electronically submitted by a Person to be granted access to the Reporting Documents on the Reporting Website, the form of which Website Certification may be modified from time to time by the Collateral Administrator in its sole discretion.

"Weighted Average Coupon" means, with respect to Fixed Rate Obligations (excluding Defaulted Loans), as of any date, the number obtained by:

(x) summing (i) the sum of the products obtained by multiplying the required cash-pay portion of the interest coupon of each such Fixed Rate Obligation (plusany other fees (such as anniversary fees, commitment fees, etc.) that are contractually required to be paid) as of such date by the Principal Balance of each such Collateral Loan as of such date and (ii) the sum of the products obtained by multiplying, with respect to each such Collateral Loan that is a Revolving Collateral Loan or a Delayed Funding Loan, the related commitment or undrawn fee as of such date by the Exposure Amount of each such Collateral Loan as of such date, and

(y) dividing such sum by the sum of the Aggregate Principal Balance plus the Exposure Amount of all such Fixed Rate Obligations, and rounding the result up to the nearest 0.001%,

providedthat, if the foregoing amount is less than 6%, then all or a portion of the Weighted Average Coupon Adjustment, if any, as of such date, to the extent not exceeding such shortfall, shall be added to such result.

"Weighted Average Coupon Adjustment" means, as of any date, a fraction (expressed as a percentage), the numerator of which is equal to the product of (i) the excess, if any, of the Weighted Average Spread for such date over the S&P Minimum Floating Spread and (ii) the Aggregate Principal Balance plus the Exposure Amount of all Floating Rate Obligations (in each case excluding Defaulted Loans), and the denominator of which is the Aggregate Principal Balance plus Exposure Amount of all Fixed Rate Obligations (in each case excluding Defaulted Loans). In computing the Weighted Average Coupon Adjustment on any date, the Weighted Average Spread for such Measurement Date shall be computed as if the Weighted Average Spread Adjustment was equal to zero.

"Weighted Average Life"means, as of any Measurement Date, the number obtained by (a) for each Collateral Loan (other than a Defaulted Loan), multiplying the amount of each Scheduled Distribution of principal (treating each Revolving Collateral Loan and Delayed Funding Loan as if the same

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were fully funded) to be paid after such Measurement Date by the number of years (rounded to the nearest hundredth) from such Measurement Date until such Scheduled Distribution of principal is due; (b) summing all of the products calculated pursuant to clause (a); and (c) dividing the sum calculated pursuant to clause (b) by the sum of all Scheduled Distributions (treating each Revolving Collateral Loan and Delayed Funding Loan as if the same were fully funded) of principal due on all the Collateral Loans (other than Defaulted Loans) as of such Measurement Date.

"Weighted Average S&P Recovery Rate" means, as of any date of determination, the number, expressed as a percentage, obtained by summing the products obtained by (a) multiplying the outstanding Maximum Principal Balance of each Collateral Loan (other than Defaulted Loans) by its corresponding recovery rate as determined separately for each Collateral Loan using the Initial Rating in accordance with Section 1 of Schedule D hereto, (b) dividing such sum by the Aggregate Maximum Principal Balance of all of the Collateral Loans (other than Defaulted Loans), and (c) rounding to the nearest tenth of a percent.

"Weighted Average Spread" means, with respect to Floating Rate Obligations (in each case excluding Defaulted Loans), as of any date, the number obtained by:

(a) summing (i) in the case of each Floating Rate Obligation that bears interest at a spread over Term SOFR, the sum of the products obtained by multiplying the excess of the cash-pay portion of the interest rate payable on such Collateral Loan (plus for any Collateral Loan, any other fees (such as anniversary fees, commitment fees, etc.) that are contractually required to be paid) (such rate stated as a per annum rate) over Term SOFR as then in effect (which spread or excess may be expressed as a negative percentage) by the Principal Balance of each Collateral Loan as of such date, (ii) in the case of each Floating Rate Obligation that bears interest at a spread over an index other than Term SOFR, the sum of the products obtained by multiplying the excess of the sum of such spread and such index over Term SOFR as of the immediately preceding Term SOFR Determination Day (which spread or excess may be expressed as a negative percentage) and (iii) the sum of the products obtained by multiplying, with respect to each such Collateral Loan that is a Revolving Collateral Loan or a Delayed Funding Loan, the related commitment or undrawn fee as of such date by the Exposure Amount of each such Collateral Loan as of such date; and

(b) dividing such sum by the Aggregate Principal Balance plus the Exposure Amount of all such Collateral Loans, and rounding the result up to the nearest 0.001%; providedthat, if the foregoing amount is less than the S&P Minimum Floating Spread, then all or a portion of the Weighted Average Spread Adjustment, if any, as of such date, to the extent not exceeding such shortfall, shall be added to such result.

For purposes of calculating the Weighted Average Spread, with respect to any Floor Obligation, the stated interest rate spread on such Collateral Loan over the applicable benchmark shall be deemed to be equal to the sum of (x) the stated interest rate spread over the applicable benchmark and (y) the excess, if any, of the specified "floor" rate relating to such Collateral Loan over such benchmark as in effect for the current Interest Period (or portion thereof, in the case of the first Interest Period following the Closing Date).

"Weighted Average Spread Adjustment" means, as of any date, a fraction (expressed as a percentage), the numerator of which is equal to the product of (i) the excess, if any, of the Weighted Average Coupon for such date over S&P Minimum Floating Spread and (ii) the Aggregate Principal Balance plus the Exposure Amount of all Fixed Rate Obligations (in each case excluding Defaulted Loans), and the denominator of which is the Aggregate Principal Balance plusthe Exposure Amount of all Floating Rate Obligations as of such date (in each case excluding Defaulted Loans). In computing the Weighted Average

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Spread Adjustment on any Measurement Date, the Weighted Average Coupon for such date shall be computed as if the Weighted Average Coupon Adjustment was equal to zero.

"Western Alliance" has the meaning set forth in the recitals.

"Write-Down and Conversion Powers" means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

"Zero Coupon Loan" means a Collateral Loan that at the time of acquisition does not by its terms provide for periodic payments of interest in Cash.

Section 1.2 Accounting Terms and Determinations, UCC Terms and S&P Rating.

(a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP as in effect from time to time.

(b) Unless otherwise specified herein and unless the context requires a different meaning, all terms used herein that are defined in Articles 8 and 9 of the UCC are used herein as so defined.

(c) All references to an S&P rating of the Loans and any references related thereto (but, for the avoidance of doubt, excluding S&P Ratings, Moody's ratings or Fitch ratings including credit estimates, on the Collateral Loans, which shall be required at all times in accordance with the terms hereof) including all notices, confirmations, requests, consents, obligations or requirements in connection therewith shall not be effective or impose any obligations or duties on any party or confer any right upon S&P, unless and until the Rating Effective Date and shall be subject to Section 5.42. Any reference herein to notice or other delivery to be provided to S&P shall no longer be applicable if after the Rating Effective Date, S&P is no longer rating any Loans (whether or not so specified herein).

Section 1.3 Assumptions and Calculations with respect to Collateral Loans.

In connection with all calculations required to be made pursuant to this Agreement with respect to Scheduled Distributions on any Collateral Loans, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral Loans, and with respect to the income that can be earned on Scheduled Distributions on such Collateral Loans and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.3 shall be applied. The provisions of this Section 1.3 shall be applicable to any determination or calculation that is covered by this Section 1.3, whether or not reference is specifically made to this Section 1.3, unless some other method of calculation or determination is expressly specified in the particular provision.

(a) Scheduled interest due on Collateral Loans on which payments are subject to withholding taxes will be the minimum net amount to be received after giving effect to the maximum

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permitted withholding and to any "gross-up" payments required to be made by the related Obligor pursuant to such loan's Related Contracts.

(b) Notwithstanding any other provision of this Agreement to the contrary, all monetary calculations under this Agreement shall be in Dollars.

(c) The determination of the percentage of Total Capitalization that would be represented by a specified type of Collateral Loans will be calculated by dividing the Aggregate Maximum Principal Balance of such specified type of Collateral Loans by the Total Capitalization. For purposes of this Section 1.3(c), a "type" of Collateral Loan shall correspond to each clause of the definition of "Concentration Limitations" and clause (e) of the definition of "Eligibility Criteria".

(d) Any portion of a Collateral Loan or other loan or security owned of record by the Borrower that has been assigned by the Borrower to a third party and released from the Lien of this Agreement in accordance with the terms hereof shall no longer constitute Collateral or a Collateral Loan hereunder.

(e) For purposes of calculating the Coverage Tests, except as otherwise specified in the Coverage Tests, such calculations will not include scheduled interest and principal payments on Defaulted Loans unless or until such payments are actually made.

(f) For each Due Period and as of any date of determination, the Scheduled Distribution on any Collateral Loans (other than Defaulted Loans, which, except as otherwise provided herein, shall be assumed to have a Scheduled Distribution of zero) shall be the sum of (i) the total amount of payments and collections to be received during such Due Period in respect of such Collateral Loans (including the proceeds of the sale of such Collateral Loans received and, in the case of sales which have not yet settled, to be received during such Due Period) and not reinvested in additional Collateral Loans or retained in the Collection Account for subsequent reinvestment pursuant to Section 8.2 that, if received as scheduled, will be available in the Collection Account at the end of such Due Period and (ii) any such amounts received in prior Due Periods that were not disbursed on a previous Quarterly Payment Date or retained in the Collection Account for subsequent reinvestment pursuant to Section 8.2.

(g) Each Scheduled Distribution receivable with respect to a Collateral Loan shall be assumed to be received on the applicable Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at the Assumed Reinvestment Rate. All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or interest on the Loans or other amounts payable pursuant to this Agreement.

(h) References in the Priority of Payments to calculations made on a "pro forma basis" shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments, that precede (in priority of payment) or include the clause in which such calculation is made.

(i) For purposes of calculating all Concentration Limitations, in the numerator of any component of the Concentration Limitations, Defaulted Loans will be treated as having a Maximum Principal Balance equal to the Recovery Value.

(j) Except as otherwise provided herein, Defaulted Loans will not be included in the calculation of the Collateral Quality Test.

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(k) If withholding tax is imposed on any Collateral Loan, the calculations of the Minimum Average Spread Test and the Minimum Average Coupon Test, as applicable, will be made on a net basis after taking into account such withholding, unless the Obligor is required to make "gross-up" payments that cover the full amount of any such withholding tax on an after-tax basis pursuant to the Related Contract with respect thereto.

(l) For purposes of calculating the Coverage Tests, the Collateral Quality Test and the Concentration Limitations, capitalized or deferred interest (and any other interest that is not paid in cash) on Collateral Loans will be excluded, other than any capitalized or deferred interest that is acquired using Principal Proceeds or the proceeds of any Funding.

(m) References in this Agreement to the Borrower's "purchase" or "acquisition" of a Collateral Loan include references to the Borrower's making or origination of such Collateral Loan. Portions of the same Collateral Loan acquired or originated by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Loans or Delayed Funding Loans) will, for purposes of determining the purchase price of such Collateral Loan, be treated as separate purchases on separate dates (and not a weighted average purchase price for any particular Collateral Loan). Each Collateral Loan that is originated by the Borrower shall be deemed to have a "purchase price" of par.

(n) For purposes of calculating the Weighted Average Spread or Weighted Average Coupon, (i) a Collateral Loan that is a Step-Down Loan will be treated as having the lowest per annum interest rate or spread over the applicable index or benchmark rate over the remaining maturity of such Collateral Loan and (ii) a Collateral Loan that is a Step-Up Loan will be treated as having the then current per annum interest rate or spread over the applicable index or benchmark rate.

(o) For purposes of calculating compliance with any tests under this Agreement (including without limitation the Coverage Tests, the Collateral Quality Test and the Concentration Limitations), the trade date the Borrower commits to acquire or dispose of the asset (and not the settlement date) with respect to any acquisition or disposition of a Collateral Loan or Eligible Investment shall be used to determine whether and when such acquisition or disposition has occurred; providedthat if any Funding with respect to the acquisition of a Collateral Loan is anticipated to be drawn by the Borrower at a later date, such calculations on the trade date for such Collateral Loan will assume that the Funding has occurred as of such trade date.

(p) For the avoidance of doubt, a failure to satisfy the Eligibility Criteria upon the acquisition or origination of a debt obligation or a breach of Section 5.11 shall not occur solely as a result of any property of an Obligor being subject to a Lien imposed by law, such as materialmen's, warehousemen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith.

(q) For purposes of calculating the Principal Collateralization Amount and the Investment Criteria Adjusted Balance, Discount Loans shall be allocated so as to result in the lowest possible calculation of the Principal Collateralization Amount and the Investment Criteria Adjusted Balance.

(r) If a Collateral Loan included in the Collateral would be deemed a Current Pay Obligation but for the applicable percentage limitation in the proviso to the definition of "Defaulted Loan," then the Current Pay Obligations with the lowest Market Value (assuming that such Market Value is expressed as a percentage of the Principal Balance of such Current Pay Obligations as of the date of

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determination) shall be deemed Defaulted Loans. Each such Defaulted Loan will be treated as a Defaulted Loan for all purposes until such time as the Aggregate Principal Balance of Current Pay Obligations would not exceed, on a pro forma basis including such Defaulted Loan, the applicable percentage of Total Capitalization.

(s) [Reserved].

(t) Any provision hereunder which requires notice to, or confirmation from, S&P with respect to any matter or satisfaction of the Rating Condition, shall only apply so long as any Loans which are outstanding are rated by S&P.

Section 1.4 Cross-References; References to Agreements. "Herein", "hereof" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision. Unless otherwise specified, references in this Agreement to any Article, Section, Schedule or Exhibit are references to such Article or Section of, or Schedule or Exhibit to, this Agreement, and references in any Article, Section, Schedule or definition to any subsection or clause are references to such subsection or clause of such Article, Section, Schedule or definition. Unless otherwise specified, all references herein to any agreement or instrument shall be interpreted as references to such agreement or instrument as it may be amended, supplemented or restated from time to time in accordance with its terms and the terms of this Agreement and the other Loan Documents. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall".

Section 1.5 Reference to Secured Parties. In each case herein where any payment or distribution is to be made or notice is to be given to the "Secured Parties", such payments and distributions in respect of the Lenders shall be made to the Collateral Agent and such notices in respect of the Lenders shall be made to the Administrative Agent. Any reference herein to notice or other delivery to be provided to S&P shall no longer be applicable if S&P is no longer rating any Loans (whether or not so specified herein).

Article II
THE LOANS

Section 2.1 The Commitments. On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III:

(a) each Revolving Lender severally agrees to make loans to the Borrower (each, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Date through the end of the Revolving Loan Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Revolving Lender's Revolving Loan Commitment and (ii) as to all Revolving Lenders, the Total Revolving Loan Commitment at such time; and

(b) each Term Lender severally agrees to make loans to the Borrower (each, a "Term Loan") from time to time on any Business Day during the period from the Closing Date through the end of the Term Loan Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender's Term Loan Commitment and (ii) as to all Term Lenders, the Total Term Loan Commitment at such time. For the avoidance of doubt, the Total Term Loan Commitment as of the Closing Date is $0 and such amount may be increased pursuant to Section 2.14 or Section 12.6. No Term Loans shall be funded hereunder, unless provided for after the Closing Date, including pursuant to Section 2.14 or Section 12.6.

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Each such borrowing of a Revolving Loan on any single day is referred to herein as a "Revolving Loan Borrowing" and each such borrowing of a Term Loan on any single day is referred to herein as a "Term Loan Borrowing". The Revolving Loan Borrowings and the Term Loan Borrowings are referred to herein collectively as "Fundings".

Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. The Term Loans, once repaid, may not be reborrowed.

Each Revolving Lender severally agrees, on the last day of the Reinvestment Period (except if the Reinvestment Period terminates as a result of the termination of the Commitments pursuant to Section 6.2) to make a Revolving Loan (and the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Net Aggregate Exposure Amount as of the date such Loan is made (such Loan, the "Future Funding Reserve Loan"), but only to the extent that its Percentage Share does not exceed its Undrawn Commitment in respect of its Revolving Loans. The Borrower shall deposit the proceeds of such Loans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the aggregate Exposure Amount.

Notwithstanding the foregoing provisions of this Section 2.1 or any other provision herein or in any other Loan Document to the contrary, from and after the date occurring 6 months after the Closing Date, if the Rating Effective Date has not occurred and the Reinvestment Period has been temporarily suspended pursuant to Section 5.42, no Fundings shall be made under this Agreement except to fund Exposure Amounts and purchases of any Collateral Loans for which the Borrower previously entered into a binding commitment to acquire but which have not yet settled, until the Rating Effective Date has occurred or the Reinvestment Period is otherwise reinstated pursuant to Section 5.42.

Section 2.2 Funding of the Loans.

(a) If the Borrower desires to request a Funding under this Agreement it shall give the Agents a written notice in substantially the form set forth on Exhibit B hereto (each, a "Notice of Funding"), which Notice of Funding shall promptly be sent by the Administrative Agent to each applicable Lender for such Funding not later than 11:00 a.m. (New York City time) at least one Business Day prior to the day of the requested Funding.

Each Notice of Funding shall be substantially in the form of Exhibit B hereto, dated the date the request for the related Funding is being made, signed by an AuthorizedOfficer of the Borrower and otherwise be appropriately completed. The proposed Funding Date specified in each Notice of Funding shall be:

(i) in the case of a Funding of Revolving Loans, a Business Day falling during the Revolving Loan Commitment Period; and

(ii) in the case of a Funding of Term Loans, a Business Day falling during the Term Loan Commitment Period.

The amount of the Funding requested in each Notice of Funding (the "Requested Amount") shall be equal to at least $250,000 and integral multiples of $1,000 in excess thereof (or, if less, the aggregate Undrawn Commitments in respect of the Revolving Loans or the Term Loans hereunder, as applicable).

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Each Notice of Funding shall be revocable by the Borrower only if written notice of such revocation is given to the Lenders and the Administrative Agent (with a copy to the Collateral Agent) no later than 10:00 a.m. (New York City time) on the date that is at least one Business Day before the date of the related Funding. Notices of Funding shall otherwise be irrevocable.

(b) Each Lender shall, not later than 1:00 p.m. (New York City time) on each Funding Date in respect of the Loans to be funded by it hereunder, make its Percentage Share of the applicable Requested Amount available to the Borrower by disbursing such funds in Dollars to an account specified by the Borrower in the Notice of Funding.

(c) The failure of any Lender to fund any Loan on a Funding Date hereunder shall not relieve any other Lender of any obligation hereunder to fund any Loan on such date. Notwithstanding the foregoing and any other provision to the contrary contained herein, if any Lender shall have failed to fund its Percentage Share of a previously requested Loan on the applicable date of Funding and the Borrower provides a new Notice of Funding as a result of such failure to fund, then, in each such case, if necessary to make such Funding, the Borrower shall be permitted a single additional Funding without regard to the minimum funding limit set forth herein.

Section 2.3 Evidence of Indebtedness; Loan Notes.

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to it and resulting from the Loans funded by such Lender to the Borrower, from time to time, including the amounts of principal and interest thereon and paid to it, from time to time hereunder. Notwithstanding any provision herein to the contrary, the parties hereto intend that the Loans made hereunder shall constitute a "loan" and not a "security" for purposes of Section 8-102(15) of the UCC.

(b) The Administrative Agent shall maintain, in accordance with its usual practices, accounts in which it will record (i) the amount and Type of each Loan funded hereunder to the Borrower, (ii) the amount of any principal due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any principal sum paid by the Borrower hereunder and each Lender's share thereof.

(c) The entries maintained in the accounts maintained pursuant to clauses (a) and (b) of this Section 2.3 shall, absent manifest error, be prima facieevidence of the existence and amounts of the Loans therein recorded; providedthat the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of a conflict between the entries maintained by a Lender and those maintained by the Administrative Agent, the records of the Administrative Agent shall control.

(d) Any Lender may request that its Loans to the Borrower be evidenced by a Loan Note. In such event, the Borrower shall promptly prepare, execute and deliver to such Lender a Loan Note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and otherwise appropriately completed. Thereafter, the Loans of such Lender evidenced by such Loan Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.7) be represented by one or more Loan Notes payable to such Lender (or registered assigns pursuant to Section 12.7), except to the extent that such Lender (or registered assignee) subsequently returns any such Loan Note for cancellation and requests that such Loans once again be evidenced as described in clauses (a) and (b) of this Section 2.3. At the time of any payment or prepayment in full of the Loans evidenced by any Loan Note, such Loan Note shall be surrendered to the Administrative Agent promptly (but no more than

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5 Business Days) following such payment or prepayment in full. Any such Loan Note shall be cancelled and shall not be reissued, and no Loan Note shall be issued in lieu of any prepaid principal amount of any Loan Note. If requested by any Lender in writing, the Borrower shall obtain a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans made hereunder.

(e) With respect to any Revolving Loan Conversion Date (i) if the applicable Revolving Lender holds a Loan Note evidencing its Revolving Loans, such Lender shall provide prior written notice to the Administrative Agent (with a copy to the Collateral Agent) and cooperate with the Administrative Agent to either (A) deliver such Loan Note for cancellation to the extent that the Revolving Loan Commitment of such Revolving Lender is terminated in full or (B) make a notation on Schedule 1 of such Loan Note to reduce the principal amount of the Revolving Loan outstanding thereunder, in either case, in respect of any Converted Revolving Loans, and simultaneously with any such delivery for cancellation or notation described in subclauses (A) and (B) above, the Administrative Agent shall cooperate with the applicable Lender to execute and deliver a Loan Note evidencing the Term Loans in respect of the Converted Revolving Loan that is payable to such Lender, and (ii) if the applicable Revolving Lender does not hold a Loan Note evidencing its Revolving Loans, the Administrative Agent shall make appropriate entries into the accounts to reflect the conversion of such Revolving Loan (or portion thereof) into a Term Loan.

Section 2.4 Maturity. Each Loan shall mature, and the principal amount thereof shall be due and payable, on the Stated Maturity.

Section 2.5 Interest Rates.

(a) The Loans shall be SOFR Loans, except as otherwise provided in this Agreement, including without limitation, in the definition of "Applicable Rate" and Section 11.1 and Section 11.2.

(b) Each Loan shall bear interest on the unpaid principal amount thereof, for each day such Loans are outstanding during each Interest Period applicable thereto, at a rate per annum equal to the Applicable Rate with respect thereto. Such interest shall be payable for each Interest Period on the Quarterly Payment Date immediately following the end of such Interest Period and on the Stated Maturity.

(c) In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by Applicable Law, overdue interest in respect of all Loans, shall bear interest for each day at the annual rate of the sum of (i) the Applicable Rate for such Loans for such day plus(ii) two percent (the "Post-Default Rate" for such Loans).

(d) [Reserved].

(e) The Administrative Agent agrees to use its best efforts to obtain quotations of Term SOFR as contemplated by this Agreement. If, as determined by the Administrative Agent, adequate and reasonable means do not exist for determining Term SOFR, the provisions of Section 11.1 shall apply.

(f) The Administrative Agent shall provide notice to the Borrower, the Collateral Agent, the Collateral Administrator and the Lenders of any and all Term SOFR rate sets on the date that any such rate set is determined.

Section 2.6 Commitment Fees.

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(a) Commitment Fees Payable.

(i) The Borrower shall, subject to Section 11.5(b)(ii)(y), pay to the Lenders (other than Defaulting Lenders) pursuant to Section 6.4 or 9.1, as applicable, ratably in proportion to their respective Percentage Shares, a commitment fee (a "Commitment Fee") commencing on the Closing Dateand accruing for each day during each Interest Period at a per annum rate equal to (i) from the Closing Date to but excluding the six-month anniversary of the Closing Date, 0.50% of the Undrawn Commitment in respect of the Loans as of the end of such day and (ii) from and including the six-month anniversary of the Closing Date, (x) 0.50% of the Undrawn Commitment in respect of the Loans as of the end of such day so long as the daily average unused amount is less than 25% of the Total Revolving Loan Commitment or the Total Term Loan Commitment (as applicable), and (y) otherwise, 1.00% of the Undrawn Commitment in respect of the Loans as of the end of such day; providedthat if the Commitment of any Lender is reduced as the result of a Bail-In Action, the Commitment Fee payable to such Lender shall be calculated based on its Commitment as so reduced.

The Commitment Fees shall be payable quarterly in arrears on the Quarterly Payment Date immediately following each Interest Period for which such fees accrue as provided in the Priority of Payments and shall be calculated by the Administrative Agent pursuant to Section 2.10.

(b) Fees Non-Refundable. All fees set forth in this Section 2.6 shall be deemed to have been earned on the date such payment is due in accordance with the provisions of this Agreement and shall be non-refundable. The obligation of the Borrower to pay such fees in accordance with the provisions of this Agreement shall be binding upon the Borrower and shall inure to the benefit of the Lenders regardless of whether any Loans are actually made.

Section 2.7 Reduction of Commitments; Conversion; Prepayments.

(a) Reduction and Termination.

(i) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Revolving Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Revolving Loan Commitment Period. The Total Term Loan Commitment (and the Term Loan Commitment of each Term Lender) shall be automatically reduced to zero at 5:00 p.m. (New York City time) on the last day of the Term Loan Commitment Period.

(ii) The Borrower shall have the right at any time to reduce (including a reduction in full that results in a termination of the Revolving Loan Commitments) the Total Revolving Loan Commitment by an amount specified by the Borrower (such amount, the "Revolving Loan Commitment Reduction Amount") upon not less than two Business Days' prior written notice, no later than 2:00 p.m. (New York City time) on such date (in substantially the form attached hereto as Exhibit K) to the Lenders, S&P, the Collateral Agent and the Administrative Agent of any reduction, which notice shall specify the effective date of such reduction, and on such effective date the Total Revolving Loan Commitment shall be reduced by the Revolving Loan Commitment Reduction Amount; providedthat in the case of a reduction in full that results in a termination of the Revolving Loan Commitments, all amounts in respect of the Revolving Loans due and payable under this Agreement and the other Loan Documents are satisfied in full, including without limitation all principal, interest, Commitment Fees and Administrative Expenses. Such notice of reduction (1) shall be effective only upon receipt, (2) shall permanently reduce (and, in the case of a reduction in full, shall terminate) the Revolving Loan Commitments of each Revolving Lender on the date specified in such notice and (3) shall specify the Revolving Loan Commitment

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Reduction Amount; providedthat no such reduction shall reduce the Total Revolving Loan Commitment below the aggregate principal amount of the Revolving Loans at such time.

(iii) Each of the Total Revolving Loan Commitment (and the Commitment of each Revolving Lender) and the Total Term Loan Commitment (and the Commitment of each Term Lender), once terminated or reduced may not be reinstated.

(iv) The Borrower will not reduce the Total Revolving Loan Commitment if, after giving effect to such reduction or termination, such reduction would result in a Commitment Shortfall.

(b) Conversion of Revolving Loans to Term Loans. (i) At any time during the Revolving Loan Commitment Period, any Revolving Lender may make a written request to the Administrative Agent on or before 2:00 p.m. (New York City time) five Business Days prior to the requested Revolving Loan Conversion Date (with notice to the Collateral Agent, the Borrower and the Collateral Manager) that any portion (such portion, the "Requested Conversion Portion") of its Revolving Loans outstanding be converted to a Term Loan equal to such Requested Conversion Portion; provided, that no such Revolving Loan Conversion Date may occur between a Calculation Date and the related Quarterly Payment Date.

(ii) To the extent that (x) the Borrower and the Collateral Manager have provided their prior written consent (such consents not to be unreasonably withheld, conditioned or delayed) to conversion of the Requested Conversion Portion into a Term Loan and (y) the Conversion Conditions are satisfied, in each case as of such Revolving Loan Conversion Date, then, on the applicable Revolving Loan Conversion Date, (A) the outstanding principal amount of the applicable Revolving Lender's Revolving Loans shall be reduced by the Requested Conversion Portion and shall be converted into a Term Loan equal to such Requested Conversion Portion and (B) the Revolving Loan Commitments of such Revolving Lender shall be permanently reduced by such Requested Conversion Portion. The Borrower shall provide notice to S&P of the conversion of the Requested Conversion Portion into a Term Loan.

(iii) For all purposes hereunder, the Revolving Loans converted on each Revolving Loan Conversion Date shall, as of such date, constitute and be referred to and treated for all purposes as a Term Loans hereunder (each such converted Revolving Loan referred to herein at times as a "Converted Revolving Loan"). Any converting Revolving Lender and the Borrower shall cooperate to evidence the repayment and cancellation of any related Loan Note evidencing such Revolving Lender's Revolving Loans (or portion thereof) being converted into a Term Loan, as well as the issuance of any related Loan Note evidencing the Term Loans pursuant to Section 2.3(e).

(c) Prepayments on Quarterly Payment Dates. If applicable pursuant to the Priority of Payments, the Loans may be prepaid in whole or in part on the applicable Quarterly Payment Date in accordance with Article IX. To the extent designated in writing by the Borrower to the Administrative Agent, a prepayment of Revolving Loans shall result in a permanent reduction (or termination, as applicable) of the Revolving Loan Commitments.

(d) Other Prepayments. Subject to the requirements that after giving effect to the proposed prepayment either (1) all amounts in respect of the Loans and all other Obligations with respect thereto due under this Agreement and the other Loan Documents are satisfied in full or (2) if not so paid in full, (x) there will be sufficient funds in the Collection Account to make all payments described in clauses (A) through (F) of Section 9.1(a)(i) on the next Quarterly Payment Date, (y) there is no Commitment

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Shortfall and (z) only if any Sale Proceeds are utilized to make such prepayment, immediately after giving effect to such prepayment, each of the Collateral Quality Test, Coverage Tests, Concentration Limitations and Senior Advance Rate Test are satisfied (or, if not satisfied, maintained or improved), on any Business Day that is not a Quarterly Payment Date, the Borrower, may (A) not later than 5:00 p.m. (New York City time) at least two Business Days prior to the day of the proposed prepayment provide written notice (in substantially the form attached hereto as Exhibit K and which shall contain a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of the requirements set forth in this Section 2.7(d) with respect to such proposed prepayment) to the Agents and S&P, prepay all or any portion of the Loans then outstanding, without penalty or premium, by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid (from amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest (including any accrued and unpaid interest amounts) and Commitment Fees, if applicable, thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds) and any amount due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds); providedthat any prepayments of Loans made pursuant to this clause (A) shall (x) result (solely to the extent designated in writing by the Borrower to the Administrative Agent) in the reduction and, as applicable, termination, of the Revolving Loan Commitments on a dollar-for-dollar basis and (y) be allocated between the Revolving Loans and the Term Loans based on, with respect to principal, the Principal Allocation Formula, and with respect to interest and any other payments on a pro ratabasis; and (B) on any Business Day that is not a Quarterly Payment Date during the Reinvestment Period, if each Coverage Test is in compliance after giving effect thereto (or if not in compliance prior to giving effect thereto, such compliance is maintained or improved after giving effect thereto), upon at least two Business Days' notice to the Agents, prepay all or any portion of the Revolving Loans then outstanding by paying the principal amount to be prepaid (from amounts on deposit in the Collection Account constituting Principal Proceeds) together with accrued interest and Commitment Fees, if applicable, thereon to the date of prepayment (from amounts on deposit in the Collection Account constituting Interest Proceeds) and any amounts due pursuant to Section 2.9 (from amounts on deposit in the Collection Account constituting Principal Proceeds); providedthat any prepayments of the Revolving Loans made pursuant to this clause (B) shall not result in any reduction in the Revolving Loan Commitments at such time and such prepaid amounts under the Revolving Loans may be re-borrowed in accordance with the terms of this Agreement; provided, further, that any unpaid Commitment Fees due to the Revolving Lenders pursuant to this clause (B) shall be paid on the next Quarterly Payment Date.

Each notice of such prepayment shall be effective upon receipt and shall be dated the date such notice is being given, signed by an Authorized Officer of the Borrower and otherwise appropriately completed. Each prepayment of any Loans by the Borrower pursuant to this Section 2.7(d) shall in each case be in a principal amount of at least $250,000 or a whole multiple of $1,000 in excess thereof or, if less, the entire outstanding principal amount of such Loans. If a notice of such prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment pursuant to this Section 2.7(d) shall be subject to Section 2.9. All prepayments of Loans pursuant to this Section 2.7(d) shall be applied in accordance with the procedures set forth in Section 2.7(g) and shall not be subject to the Priority of Payments.

Notwithstanding anything to the contrary in this Section 2.7(d), if such prepayment is made in connection with the Take-Out CLO, the above-required notices shall be deemed given by the Borrower on the pricing date of the Take-Out CLO. On the Take-Out CLO Date, the Borrower shall prepay or redeem all of the Loans then outstanding, together with accrued interest (including any accrued and unpaid interest amount), Administrative Expenses, if applicable, and Commitment Fees, if applicable, thereon to the date of prepayment, any amounts due pursuant to Section 2.9, if applicable.

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(e) Upon receipt of a notice of reduction, prepayment from the Borrower pursuant to Section 2.7(a)(ii) or 2.7(d), the Administrative Agent shall promptly notify each Lender (with a copy to the Collateral Agent and the Collateral Administrator), of the contents thereof and of such Lender's ratable share (if any) of such reduction, prepayment and such notice shall thereafter be revocable by written notice to the Administrative Agent by the Borrower no later than 2:00 p.m. (New York City time) one Business Day before the date set forth by the Borrower in the applicable notice of reduction or prepayment as the reduction or prepayment date. Upon the expiration of such time period, the notice of reduction or prepayment shall be irrevocable; providedthat, any such notice may provide that repayment shall be subject to and contingent on the consummation of alternative financing.

(f) The Term Loans, once prepaid, cannot be reborrowed. The Revolving Loans, once prepaid, may be reborrowed up to the applicable Revolving Loan Commitment (which shall not be reduced in connection with any such prepayment unless otherwise designated in writing by the Borrower to the Administrative Agent as a permanent reduction in the Revolving Loan Commitments at the time of such prepayment).

(g) All reductions of the Commitments shall be applied to the Commitments of each Lender, ratably in accordance with their relevant applicable Percentage Shares, and all prepayments of the Loans shall be applied to the outstanding principal amount of the Loans of each applicable Lender.

Section 2.8 General Provisions as to Payments.

(a) The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, neither Agent shall be responsible for the failure of any Lender to make any Loan, and no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender.

(b) Except as otherwise provided in Section 2.7(d), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, or interest on or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Lenders, the Equity Investors, the Administrative Agent or the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Lenders, the Equity Investors, the Administrative Agent or the Collateral Agent for the account of the Person entitled thereto. All payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available, to each Lender, each Equity Investor, the Administrative Agent or the Collateral Agent at its address referred to in Section 12.1 or other account as designated to the Borrower in writing. All payments hereunder or under the other Loan Documents to the Lenders, the Equity Investors, the Administrative Agent or the Collateral Agent shall be made not later than 4:00 p.m. (New York City time) on the date when due.

(c) The Collateral Agent shall promptly distribute to each Lender its ratable share, if any, of each payment received hereunder by the Collateral Agent for the account of the Lenders without setoff or counterclaim. Whenever any payment of principal of, or interest on, the Loans or any other amount hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, even if such Business Day falls in another calendar month. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

Section 2.9 Funding Losses. If the Borrower (1) makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the date of any prepayment pursuant to Section 2.7 or the Take-Out CLO Date, (2) fails to borrow any Loans after notice thereof has

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been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement (other than as a result of a default by any Lender) or (3) fails to prepay any Loans after notice thereof has been given to any Lender in accordance with Section 2.7 and not revoked as permitted in this Agreement, then, in each case, upon written demand therefor from a Lender, the Borrower shall compensate such Lender for any resulting loss or expense reasonably and actually incurred by it which is attributable to such event (including, without limitation, (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date or the Take-Out CLO Date, the amount, if any, by which (i) the reasonable and documented losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (ii) the income, if any, received by such Lender from such Lender's investment of the proceeds of such prepayment or (b) in the case of any revocation of a Notice of Funding, the amount, if any, by which (i) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Funding requested in such Notice of Funding when such Loan, as a result of such failure, is not made on such date exceed (ii) the income, if any, received by such Lender from such Lender's investment of funds acquired by such Lender to fund the Loan to be made as part of such Funding), shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

Section 2.10 Computation of Interest and Fees. Except as otherwise expressly provided herein, interest and fees payable pursuant to this Agreement shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day). All amounts payable hereunder shall be paid in Dollars.

Section 2.11 No Cancellation of Indebtedness. Notwithstanding anything to the contrary herein, no Loans may be cancelled, surrendered, abandoned or forgiven except for payment as provided herein.

Section 2.12 Loans Held by Borrower Affiliated Holders. Notwithstanding anything to the contrary herein, in determining whether Lenders have given any request, demand, authorization, direction, notice, consent or waiver hereunder, any Loans or Commitments held by Borrower Affiliated Holders shall be disregarded and deemed not to be outstanding.

Section 2.13 Subordination.

(a) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, the Equity Investors agree for the benefit of the Lenders that the Membership Interests shall be subordinate and junior to the Loans to the extent and in the manner set forth in this Agreement, including as set forth in Sections 6.4 and 9.1. The Equity Investors agree, for the benefit of the Lenders, not to cause the filing of a petition in bankruptcy against the Borrower for failure to pay to them amounts due hereunder or otherwise in respect of the Membership Interests until the payment in full of the Loans and not before one year and one day have elapsed since such payment or, if longer, the applicable preference period then in effect in accordance with the Bankruptcy Code plus one day.

(b) If any Event of Default has not been cured or waived and acceleration occurs in accordance with Article VI, including as a result of an Event of Default specified in Section 6.1(f) or (g), and on the Stated Maturity, the interest, Commitment Fees, if applicable, and principal and all other amounts owing in respect of the Loans shall be paid in full in Cash (or, to the extent all the Lenders of the Loans consent, other than in Cash) before any further payment or distribution is made on account of the Membership Interests.

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(c) If, notwithstanding the provisions of this Agreement, any Equity Investor shall have received any payment or distribution in respect of the Membership Interests contrary to the provisions of this Agreement, then, unless and until all amounts payable to the Lenders shall have been paid in full in Cash (or to the extent all the Lenders of the Loans consent, other than in Cash), such payment or distribution shall be received and held in trust for the benefit of, and shall forthwith be paid over and delivered to, the Collateral Agent, which shall pay and deliver the same to the Lenders in accordance with this Agreement; providedthat, if any such payment or distribution is made other than in Cash, it shall be held by the Collateral Agent as part of the Collateral and subject in all respects to the provisions of this Agreement, including this Section 2.13.

(d) Each Equity Investor agrees with the Lenders that each such Equity Investor shall not demand, accept or receive any payment or distribution in respect of such Membership Interests in violation of the provisions of this Agreement, including this Section 2.13; providedthat, after all amounts payable to the Lenders have been paid in full, the Equity Investors shall be fully subrogated to the rights of the Lenders.

Section 2.14 Increased Commitments; Additional Loans.

(a) At any time during the Reinvestment Period, the Borrower (or the Collateral Manager on its behalf) may propose to increase the Commitments of the Loans (each such increase being "Increased Commitments" and to incur additional Loans (on a pro rata basis with respect to the existing Loans) by the making of additional Loans, "Additional Loans"), by written notice to the Agents, any Rating Agency then rating any Loans and the Lenders; providedthat (i) the Borrower shall comply with the requirements of Section 3.3 (including satisfaction of the Eligibility Criteria), (ii) the net proceeds of any Additional Loans are used (w) to purchase additional Collateral Loans, (x) to pay fees and expenses of the Agents in connection therewith and/or (y) as Principal Proceeds for purposes permitted hereunder, (iii) the Rating Condition is satisfied, (iv) the Senior Overcollateralization Ratio Test is satisfied, or if not satisfied, maintained or improved after giving effect to such incurrence, (v) each of the Administrative Agent, the Retention Provider and each Lender so increasing its Commitment or the aggregate principal amount of its Loans has consented thereto (which may be in the form of an email) and (vi) the Retention Provider commits to comply with the EU/UK Retention Requirement following the additional incurrence of Loans.

(b) The terms and conditions (other than the Applicable Margin) of the Increased Commitment and Additional Loans issued pursuant to this Section 2.14 shall otherwise be identical to those of the initial Loans (except that the interest due on the Additional Loans will accrue from the issue date of such Additional Loans). Interest on the Additional Loans will be payable commencing on the first applicable Quarterly Payment Date following the issue date of such Additional Loans. The Additional Loans will rank pari passuin all respects with the initial Loans.

(c) Any Additional Loans and Increased Commitment issued pursuant to this Section 2.14 will be offered first to the existing Lenders in such amounts as are necessary to preserve their pro rataholdings of the Loans. To the extent that such existing Lenders do not respond affirmatively within five Business Days after the date of the offer for such Additional Loans and Increased Commitment, the Borrower may offer the Additional Loans and Increased Commitments that were previously offered to such existing Lenders to any other financial institution that is eligible at such time to be a Lender pursuant to the terms of this Agreement. For the avoidance of doubt, no consent will be required from any Lender that has not accepted the offer to increase its Commitment or the aggregate principal amount of its Loans. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in connection with an incurrence of Increased Commitments and Additional Loans pursuant to this Section 2.14, the Borrower and the Administrative Agent may make any amendments to this Agreement and the other Loan Documents in order to effectuate such Increased Commitments and Additional Loans, without the consent

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of any other parties. The Borrower shall provide notice of any such amendments to the Collateral Agent, the Custodian, the Collateral Administrator, the Collateral Custodian, the Lenders and any Rating Agency rating the Loans.

(d) The issuance of Additional Loans shall be proportional such that the cumulative amount of the Additional Loans and the Borrower's Additional Equity shall be in compliance with the requirements in the table set forth below:

For purposes of this Section 2.14(d), the following definitions shall apply:

"Additional Amounts" means as of any date, the sum of (a) the aggregate Dollar amount of all Additional Loans made to the Borrower as of such date plus(b) the Borrower's Additional Equity as of such date.

"Borrower's Additional Equity" means as of any date, the aggregate Dollar amount of (a) all Membership Interests purchased, or capital contributions otherwise made in respect thereof, after the Closing Date and (b) any other equity investments in the Borrower made after the Closing Date, (i) in Cash that constitutes Principal Proceeds and/or (ii) in the form of Collateral Loans (valued at the Market Value of all such Collateral Loans at the time of issuance); providedthat such Collateral Loans shall not be Defaulted Loans.

(e) Each additional Lender, upon the making or incurrence of Additional Loans or the extension of an Increased Commitment, shall be deemed to be a Lender for all purposes hereunder.

Article III
CONDITIONS TO FUNDINGS

Section 3.1 Effectiveness of Commitments.

The effectiveness of the Commitments shall occur shall be satisfied when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender with notice to S&P), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent:

(a) The Agents shall have received counterparts of (i) this Agreement duly executed and delivered by all of the parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date duly executed and delivered by all of the parties thereto.

(b) The Agents shall have received (i) proper financing statements, duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Collateral Agent or the

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Administrative Agent) under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (ii) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any other transferor.

(c) The Agents shall have received legal opinions (addressed to each of the Secured Parties and S&P) from (i) Dechert LLP, New York counsel to the Borrower, the Retention Provider, the Seller and the Collateral Manager, including without limitation (A) true sale opinion relating to the Purchase and Sale Agreement and the Participation Agreements and (B) a non-consolidation opinion and (ii) Greenberg Traurig LLP, counsel to the Collateral Agent, the Collateral Administrator, the Collateral Custodian and the Custodian, each covering such matters as the Administrative Agent and its counsel shall reasonably request.

(d) The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) all of the Covered Accounts shall have been established and (ii) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect.

(e) The Agents shall have received a certificate of an Authorized Officer of the Borrower:

(i) to the effect that, as of the Closing Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in this Section 3.1 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing; and

(ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its designated manager approving this Agreement, the other Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of formation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect.

(f) The Agents shall have received a certificate of an Authorized Officer of the Collateral Manager and the Retention Provider:

(i) to the effect that, as of the Closing Date, all representations and warranties of the Collateral Manager and the Retention Provider set forth in each of the Loan Documents are true and correct in all material respects; and

(ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its applicable governing body or entity approving the Loan Documents to which it is a party and the transactions contemplated thereby; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of formation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect.

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(g) The Agents shall have received a certificate of the Borrower certifying that the Borrower does not have outstanding Indebtedness (other than as incurred pursuant to, or permitted by, the Loan Documents) prior to the Closing Date, and is not at such time party to, any interest rate hedging agreements or currency hedging agreements.

(h) If requested by any Lender in writing, the Administrative Agent shall have received evidence that the Borrower obtained a CUSIP or other loan identification number requested by such Lender that is customary for the nature of the Loans funded hereunder.

(i) The Administrative Agent shall have received a secretary's certificate from the Collateral Agent, which shall include the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party.

(j) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the Borrower's performance under the Loan Documents, or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the Borrower's performance under the Loan Documents.

(k) All legal matters incident to this Agreement and the other Loan Documents shall be satisfactory to the Borrower, the Administrative Agent and the Lenders and their respective counsel.

(l) The Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; providedthat sufficient notice of such request has been given to the Borrower (though nothing herein shall impose an obligation on any Agent to make any such request).

(m) [Reserved].

(n) [Reserved].

(o) The Administrative Agent and the Collateral Agent shall have received from the Borrower a satisfactorily completed Beneficial Ownership Certification.

(p) The Borrower shall have provided to the Administrative Agent, the Collateral Agent and each Lender a duly executed IRS Form W-9 (or other applicable tax form) and any documentation and other information reasonably requested in connection with applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act.

(q) The Administrative Agent shall have received from the Collateral Manager (i) a schedule of all Closing Date Collateral Loans pledged by the Borrower to the Collateral Agent as of the Closing Date and (ii) a certificate by the Borrower (or the Collateral Manager on behalf of the Borrower), confirming that the Closing Date Collateral Loans will have a Principal Collateralization Amount of at least $50,000,000.

(r) The Administrative Agent shall have received the structure chart set out as Exhibit M hereto, the transaction summary set out as Exhibit N hereto, and any draft transaction documents, in each case in order to fulfill any applicable reporting obligations under the applicable Transparency and Reporting Requirements.

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Section 3.2 Borrowings and Issuance. The obligation of any Lender to make a Loan on the occasion of any Funding on the occasion of the Initial Funding Date is subject to the satisfaction of the following conditions:

(a) in the case of the initial Funding on the Initial Funding Date hereunder:

(i) the conditions precedent set forth in Section 3.1 hereof shall have been fully satisfied and the Borrower shall be in compliance with Section 5.35 hereof on or prior to the Initial Funding Date;

(ii) the Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (x) the grant of security pursuant to the Granting Clause herein of all of the Borrower's right, title and interest in and to the Collateral pledged to the Collateral Agent on the Initial Funding Date shall be effective in all relevant jurisdictions, (y) delivery of such Collateral in accordance with Section 8.8 (including any promissory notes, executed assignment agreements and Microsoft Word or portable document format (.pdf) copies of the principal credit agreement for each initial Collateral Loan, to the extent in the possession of the Borrower) to the Collateral Custodian shall have been, or will be, effected within the timing requirements of Section 8.8 and (z) the Collateral Agent (for the benefit of the Secured Parties) shall have a security interest in such Collateral;

(iii) the Agents shall have received a certificate of an Authorized Officer of the Borrower (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Funding Date), to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Funding Date and immediately prior to the delivery thereof on or prior to the Initial Funding Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Closing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon the Grant by the Borrower of a security interest in the Collateral pursuant to the Granting Clause and upon the delivery of Collateral that is required to be delivered to the Collateral Agent hereunder, the filing of all UCC-1 financing statements as are necessary to perfect the interests of the Secured Parties in the Collateral and the execution of the Account Control Agreement, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by this Agreement;

(iv) the Administrative Agent shall have received evidence reasonably satisfactory to it that all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited and evidence of the payment by the Borrower of all fees and expenses due and payable in connection with the Closing Date and the Initial Funding Date;

(v) immediately after giving effect to such Funding, (A) the Aggregate Principal Balance of the Collateral Loans (excluding any Defaulted Loans) plusthe aggregate amount of funds on deposit in the Future Funding Reserve Account, plus the

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aggregate amount of funds on deposit in the Collection Account, including Eligible Investments, constituting Principal Proceeds is equal to or greater than $50,000,000, (B) the Diversity Score is greater than 10 and (C) the Borrower owns Collateral Loans with a total of at least 10 different Obligors; and

(vi) the Borrower shall have paid all reasonable and documented fees and out-of-pocket fees, costs and expenses of the Agents, the Lenders, S&P, respective legal counsel and each other Person as mutually agreed upon by the parties hereto, in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents.

(b) the Administrative Agent shall have received, with a copy to the Collateral Agent (x) a Notice of Funding as required by Section 2.2 and the conditions set forth in clause (c) below are met in connection with such Funding (as evidenced by the Notice of Funding) and (y) a schedule or other document setting forth (i) the intended use for the proceeds of such Funding (including the Collateral Loans intended to be acquired using such proceeds) and (ii) with respect to each such Collateral Loan, (A) the settlement date thereof and (B) the information set forth in items 8a, 8b, 8c, 8d, 8h, 8i, 8j, 8k and 8l of Exhibit D;

(c) immediately after giving effect to such Funding (and, for the avoidance of doubt, if any of the following limits would be exceeded on a pro forma basis, such Funding shall not be permitted):

(i) in the case of a Revolving Loan Borrowing, the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Loan Commitment as in effect on such Funding Date; and

(ii) in the case of a Term Loan Borrowing, the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Loan Commitment as in effect on such Funding Date.

(d) immediately before and after giving effect to such Funding, each Coverage Test and the Senior Advance Rate Test shall be satisfied;

(e) no Commitment Shortfall shall exist after giving effect to such Funding;

(f) except in the case of Revolving Loans obtained to fund Exposure Amounts, immediately before and after such Funding, no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the funding of such Loans;

(g) except in the case of Revolving Loans obtained to fund Exposure Amounts, the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Funding (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the funding of such Loans;

(h) except in the case of Revolving Loans obtained to fund Exposure Amounts, no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the funding or repayment of the Loans or the consummation of the transactions among

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the Borrower, the Collateral Manager, the Lenders, the Equity Investors and the Agents contemplated by this Agreement;

(i) except in the case of Revolving Loans obtained to fund Exposure Amounts, each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Collateral Manager, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document which are not, individually or in the aggregate with other affected provisions, material to the interests of any Lenders); and

(j) except in the case of Revolving Loans obtained to fund Exposure Amounts, immediately before and after giving effect to the requested Funding, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Funding).

Section 3.3 Effectiveness of Increased Commitments; Additional Loans. The effectiveness of the Increased Commitments and the conditions to incurrence of Additional Loans shall be satisfied when each of the following conditions is satisfied (or waived by the Administrative Agent and each Lender, with notice to any Rating Agency then rating any Loans), each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent:

(a) The Agents shall have received a certificate of an Authorized Officer of the Borrower:

(i) to the effect that, as of the Increased Commitment Date (A) subject to any conditions that are required to be satisfactory or acceptable to any Agent, all conditions set forth in Sections 2.14 and 3.3 have been fulfilled; (B) all representations and warranties of the Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects; and (C) no Default has occurred and is continuing;

(ii) certifying as to and attaching (A) its Constituent Documents; (B) its resolutions or other action of its designated manager approving this Agreement, the other Loan Documents to which it is a party and the transactions contemplated thereby, the Increased Commitments, the Additional Loans and any other matters related thereto; (C) the incumbency and specimen signature of each of its Authorized Officers authorized to execute the Loan Documents to which it is a party; and (D) a good standing certificate from its state or jurisdiction of formation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; and

(iii) certifying that, immediately before and after giving effect to such Increased Commitments, clauses (c), (d), (f) and (g) of the Eligibility Criteria shall be satisfied.

(b) The Agents shall have received legal opinions (addressed to each of the Secured Parties and S&P) from New York counsel to the Borrower, Delaware and any other applicable jurisdictions (as determined by the Administrative Agent), dated the Increased Commitment Date, substantially in the form of the legal opinions delivered at the Closing Date, each with additions or deletions reflecting the Increased Commitments and Additional Loans.

(c) The Agents shall have received a certificate of an Authorized Officer of the Borrower, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, as of the Increased Commitment Date, (A) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens; (B) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as

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described in clause (A) above; (C) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens; (D) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (E) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except as permitted by this Agreement.

(d) The Agents shall have received a letter from S&P addressed to the Borrower (or other confirmation from S&P) confirming that S&P's rating of the Loans is not lower than any of the Initial Ratings and will not be lowered as a result of such increase of the Commitments and the making of the Additional Loans.

(e) The Agents shall have received from the Borrower either (A) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an opinion of counsel of the Borrower, as applicable, that no other authorization, approval or consent of any governmental body is required for the making of the Loans contemplated hereby, or (B) an opinion of counsel of the Borrower that no such authorization, approval or consent of any governmental body is required for the making of the Loans contemplated hereby except as have been given.

(f) The Agents and the Affected Holders shall have received either (i) a refreshed EU/UK Retention Letter or (ii) a certificate from the Retention Provider certifying that the representations, warranties and agreements set out in the EU/UK Retention Letter are true and correct as of the date of the certificate.

(g) The Borrower shall have paid all fees and expenses (including reasonable fees and expenses of respective counsel to the Agents and the Lenders) in connection with such increase of the Commitments as agreed between the Borrower and such Agents or Lenders.

(h) The Agents shall have received such other documents as they may reasonably require in connection with such increase of the Commitments; provided, that nothing in this clause (h) shall imply or impose a duty on any Agent to require such other documents.

Article IV
REPRESENTATIONS AND WARRANTIES OF THE BORROWER

In order to induce the Agents to execute and deliver this Agreement, each of the Lenders which may become a party to this Agreement to make the Loans, the Borrower makes the following representations and warranties as of the Closing Date. Such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the other Loan Documents and the making of the Loans and shall be deemed to be reaffirmed as of the date of each Funding and each Revolving Loan Conversion Date.

Section 4.1 Existence and Power. The Borrower is a limited liability company duly formed and validly existing and in good standing under the laws of the state of Delaware. Each of the Borrower's chief place of business, its chief executive office and the office in which the Borrower maintains its books and records are located at the address set forth on the signature pages hereof. The Borrower has all powers and all material governmental licenses, authorizations, consents and approvals required to own its property and assets and carry on its business as now conducted or as it presently proposes to conduct it,

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and has been duly qualified and is in good standing (as applicable) in every jurisdiction in which the failure to be so qualified and/or in good standing is likely to have a Material Adverse Effect.

Section 4.2 Power and Authority. The Borrower has the power and authority to execute, deliver and carry out the terms and provisions of each of the Loan Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and the performance of such Loan Documents to which it is a party. The Borrower has duly executed and delivered each such Loan Document, and each such Loan Document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors' rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Section 4.3 No Violation. Neither the execution, delivery or performance by the Borrower of the Loan Documents to which it is a party nor compliance by the Borrower with the terms and provisions thereof nor the consummation of the transactions among the Borrower, the Collateral Manager, the Lenders, the Equity Investors and the Agents contemplated by the Loan Documents (i) will contravene in any material respect any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict, in any material respect, with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower pursuant to the terms of any indenture, agreement, lease, instrument or undertaking to which the Borrower is a party or by which it or any of its property or assets is bound or to which it is subject (except Permitted Liens), or (iii) will contravene the terms of any organizational documents of the Borrower, or any amendment thereof.

Section 4.4 Litigation. There is no action, suit or proceeding (i) pending against the Borrower or the Collateral Manager; or (ii) to the actual knowledge of a Senior Authorized Officer of the Borrower or the Collateral Manager, threatened against or adversely affecting, (x) the Borrower or the Collateral Manager or (y) the Loan Documents or any of the transactions contemplated by the Loan Documents, before any court, arbitrator or any governmental body, agency or official, in each case, which has had or would reasonably be expected to have a Material Adverse Effect.

Section 4.5 Compliance with ERISA.

(a) Neither the Borrower nor any member of its ERISA Group sponsors, maintains or contributes to (or has an obligation to contribute to), or in the past five years has sponsored, maintained or contributed to (or had an obligation to contribute to), or has any liability or obligation with respect to, any Plan or any Multiemployer Plan, in each case, which would reasonably be expected to have a Material Adverse Effect.

(b) The assets of the Borrower are not treated as "plan assets" for purposes of Section 3(42) of ERISA or as the assets of any governmental, church, non-U.S. or other plan that is subject to Similar Law and the Collateral is not deemed to be "plan assets" for purposes of Section 3(42) of ERISA or the assets of any governmental, church, non-U.S. or other plan that is subject to Similar Law. The Borrower has not taken, or omitted to take, any action which would result in any Collateral being treated as "plan assets" for purposes of Section 3(42) of ERISA or as the assets of any governmental, church, non-U.S. or other plan that is subject to Similar Law or, assuming no assets of the Lenders being used in connection with the Loans or this Agreement are treated as "plan assets" for purposes of Section 3(42) of ERISA or Similar Law, the occurrence of any Prohibited Transaction in connection with the transactions contemplated hereunder.

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Section 4.6 Environmental Matters.

(a) The Borrower's operations comply in all material respects with all applicable Environmental Laws;

(b) None of the Borrower's operations is the subject of a federal or state investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Substances into the environment; and

(c) The Borrower does not have any material contingent liability in connection with any release of any Hazardous Substances into the environment.

Section 4.7 Taxes. The Borrower has filed or caused to be filed all U.S. federal and other material tax returns and reports required to be filed by it and has paid all material Taxes, assessments, fees, and other governmental charges levied or imposed on it or its property, income or assets (other than any de minimisamounts) except such as are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been provided.

Section 4.8 Full Disclosure.

(a) All written information (other than projections, other forward-looking information, information of a general economic or general industry nature and pro forma financial information) heretofore (as of its respective date) furnished by or on behalf of the Borrower to the Agents or any Lender or any Equity Investors for purposes of, or in connection with this Agreement or any transaction contemplated hereby is true and accurate in all material respects (to the best knowledge of the Borrower, in the case of information obtained by the Borrower from Obligors or other unaffiliated third parties), and, taken as a whole, contained as of the date of delivery thereof no untrue statement of a material fact (to the best knowledge of the Borrower, in the case of information obtained by the Borrower from Obligors or other unaffiliated third parties) and did not omit to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which such information was furnished (to the best knowledge of the Borrower, in the case of information obtained by the Borrower from Obligors or other unaffiliated third parties) as of the date such information was furnished. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders and the Equity Investors that such projections and pro forma financial information as it relates to future events are not to be viewed as fact and that actual results during the period or periods covered by such projections and pro forma financial information may differ from the projected and pro forma results set forth therein by a material amount.

(b) On the Closing Date, the information included in the Beneficial Ownership Certification provided by the Borrower is true and correct in all respects.

Section 4.9 Solvency. On the Closing Date and on the date of each Funding, and after giving effect to the transactions contemplated by the Loan Documents, the Borrower will be solvent.

Section 4.10 Use of Proceeds; Margin Regulations. All proceeds of the Loans and the Membership Interests will be used by the Borrower only in accordance with the provisions of this Agreement and the other Loan Documents. No part of the proceeds of any Loans or Membership Interests will be used by the Borrower in a manner which results in a violation of Regulations T, U or X of the Federal Reserve Board.

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Section 4.11 Governmental Approvals. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of any Loan Document to which the Borrower is a party or the consummation of any of the transactions contemplated thereby other than those that have already been duly made or obtained and remain in full force and effect or those recordings and filings in connection with the Liens granted to the Collateral Agent under the Loan Documents, except for any order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption, that, if not obtained, would not, either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Section 4.12 Investment Company Act. Neither the Borrower nor the pool of Collateral is an "investment company" as defined in, or subject to regulation under, the Investment Company Act.

Section 4.13 Representations and Warranties in Loan Documents. All representations and warranties made by the Borrower in the Loan Documents to which it is a party are true and correct in all material respects as of the date of this Agreement and as of any date that Borrower is deemed to reaffirm the same under this Agreement (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

Section 4.14 Ownership of Assets. The Borrower owns all of its properties and assets, of any nature whatsoever, free and clear of all Liens, except Permitted Liens.

Section 4.15 No Default. No Default exists under or with respect to any Loan Document. The Borrower is not in default under or with respect to any material agreement, instrument or undertaking to which it is a party or by which it or any of its properties is bound in any respect, the existence of which default has had or would reasonably be expected to have a Material Adverse Effect.

Section 4.16 [Reserved].

Section 4.17 Subsidiaries/Equity Interests. The Borrower (a) has no Subsidiaries and (b) owns no Equity Interest in any other entity except equity received in connection with the exercise of remedies against an Obligor or through a restructuring of the Obligor, subject to Section 10.1(a)(iv) (or, for the avoidance of doubt, any equity in a vehicle created to hold any such received equity).

Section 4.18 [Reserved].

Section 4.19 Representations Concerning Collateral.

(a) Upon each transfer of Collateral in the manner specified in Section 8.8 and after the other actions described in Section 8.8 have been taken by the appropriate parties, the Collateral Agent in accordance with Section 8.8, for the benefit of the Secured Parties, will have a perfected pledge of and security interest in such Collateral and all proceeds thereof (subject to § 9-315(c) of the UCC), which security interest shall be prior to all other interests in such Collateral, other than certain Permitted Liens that are prior to the security interest of the Secured Parties by operation of law and Liens in favor of the Custodian or Securities Intermediary granted pursuant to this Agreement and any other Loan Document. No filings other than those described or referred to in Section 8.8 or any other action other than those described in Section 8.8 will be necessary to perfect such security interest.

(b) Immediately before giving effect to each transfer of Collateral Loans, Eligible Investments and other Collateral by the Borrower to the Collateral Agent in accordance with Section 8.8,

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the Borrower will be the beneficial owner of such Collateral Loans, Eligible Investments and other Collateral, and the Borrower will have the right to receive all Collections on such Collateral Loans, Eligible Investments and other Collateral, in each case free and clear of all Liens, security interests and adverse claims other than Permitted Liens.

(c) All of the Obligors and administrative agents, as applicable, in respect of the Collateral Loans, or Selling Institutions in respect of Participation Interests, have been instructed to make payments to the Collection Account.

Section 4.20 Ordinary Course. Each repayment of principal or interest under this Agreement shall be (x) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and (y) made in the ordinary course of business or financial affairs of the Borrower.

Section 4.21 Anti-Corruption Laws and Anti-Money Laundering Laws. (a) (i) Neither the Borrower nor any of its Subsidiaries directors or officers, nor any of its or its Subsidiaries' or, to the knowledge of the Borrower, employees or agents, are engaged in any activity or conduct that would breach Anti-Corruption Laws or Anti-Money Laundering Laws, and (ii) the Borrower has instituted and maintains or is subject to policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws and Anti-Money Laundering Laws. There are no pending or, to the Borrower's knowledge, threatened, actions, suits, claims, inquiries, investigations, or other proceedings involving the Borrower or any of its Subsidiaries, directors, officers, or employees relating to Anti-Corruption Laws or Anti-Money Laundering Laws.

(b) No part of the proceeds of the Loans shall be used, directly or, to the knowledge of the Borrower, indirectly: (1) to make, offer, pay, promise, use, authorize, or give any payment, bribe, rebate, promise, payoff, influence payment, kickback, or other transfer, either directly or indirectly, of any funds, money, assets, or anything of value (including gifts, meals, entertainment, charitable or political contributions, and similar items) to any Government Official or other Person for the purpose of (i) influencing any act or decision of such Government Official in their official capacity, (ii) inducing such Government Official to do or omit to do any act in violation of the lawful duty of such Government Official, (iii) securing any improper advantage, (iv) assisting the Borrower in obtaining or retaining business, (v) inducing such Government Official to use their influence with a foreign government or instrumentality to affect or influence any act or decision of such government or instrumentality; (2) for any other unlawful or improper purpose; or (3) in any manner that could cause any other Person to violate Anti-Corruption Laws.

(c) The Borrower and its directors, officers, and employees, and, to the knowledge of the Borrower, each of the Borrower's Affiliates, subsidiaries, brokers, and other agents or representatives acting on its behalf are in compliance with Anti-Corruption Laws, and no claims, actions, litigations, suits, investigations, inquiries or other proceedings against the Borrower concerning or relating to Anti-Corruption Laws are pending or, to the knowledge of the Borrower, threatened in any capacity.

Section 4.22 [Reserved].

Section 4.23 Sanctions Laws. (a) Neither the Borrower nor any of its Subsidiaries, directors, officers or employees is (i) a Sanctioned Person, or (ii) in violation of any Sanctions and (b) the Borrower will not, directly or, to its knowledge, indirectly, use the proceeds of the Loans or lend, contribute or otherwise make available such proceeds to any Person (i) to fund any activities or business of or with any Person that, at the time of such funding is a Sanctioned Person, or in any country or territory that, at the time of such funding, is a Sanctioned Country or (ii) in any other manner that would result in a violation of Sanctions. There are no pending or, to the Borrower’s knowledge, threatened, actions, suits, claims,

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inquiries, investigations, or other proceedings involving the Borrower or any of its Subsidiaries, directors, officers, or employees relating to Sanctions.

Article V
AFFIRMATIVE AND NEGATIVE COVENANTS OF THE BORROWER

The Borrower covenants and agrees that, so long as any Lender has any Commitment hereunder or any other Loan Document or any Obligations remain unpaid (other than any contingent indemnification obligations for which no claim has been made), and unless a Majority of the Lenders shall otherwise consent in writing:

Section 5.1 Information. The Borrower (or an agent acting on its behalf) will deliver the following to the Administrative Agent and S&P (and the Administrative Agent shall furnish copies thereof to each of the Lenders); providedthat (1) the information described in clause (e) below will not be required to be delivered to S&P, (2) the information described in clause (j) below will be required to be furnished to S&P (but only the information referred to in paragraph 2 of Exhibit F and, if applicable, paragraph 3(ii) of Exhibit F) and to the Administrative Agent, (3)(x) the Borrower will procure the delivery by the Retention Provider of the information described in clause (k) and (y) the information described in clause (k) below will be required to be furnished solely to the Administrative Agent for distribution to each Affected Holder and (4) the information described in clause (l) below will be required to be delivered only to the Collateral Agent and the Collateral Administrator:

(a) as soon as reasonably available and in any event within 120 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower as of the end of such fiscal year and the related consolidated statements of operations and cash flows for such fiscal year audited by independent public accountants of nationally recognized standing;

(b) as soon as available and in any event within 90 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower as of the end of such quarter and the related consolidated statements of operations for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter;

(c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of an authorized officer of the Borrower (substantially in the form as set out in Exhibit L);

(d) (i)within two Business Days after a Senior Authorized Officer of the Borrower or the Collateral Manager has knowledge of the occurrence of any Default or Event of Default, if such Default or Event of Default is then continuing, a certificate of such Senior Authorized Officer setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; (ii) promptly and in any event within five Business Days after a Senior Authorized Officer obtains knowledge thereof, notice of any (x) litigation or governmental proceeding pending or actions threatened against the Borrower or its rights in the Collateral Loans or other Collateral which have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (y) any other event, act or condition specific to the Borrower (and for the avoidance of doubt, not including any information of a general economic or industry-wide nature) which has had or would reasonably be expected to have a Material Adverse Effect; and (iii) promptly after a Senior Authorized Officer of the Borrower obtains knowledge that any loan included in the Collateral does not qualify as a "Collateral Loan," notice setting forth the details with respect to such disqualification;

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(e) to the extent permitted by Applicable Law, promptly upon the sending thereof, copies of all reports, notices or documents that the Borrower sends to any governmental body, agency or regulatory authority (excluding routine filings) and not otherwise required to be delivered hereunder;

(f) promptly and in any event within ten Business Days after a Senior Authorized Officer of the Borrower obtains actual knowledge of any of the following events, a certificate of the Borrower, executed by a Senior Authorized Officer of the Borrower, specifying the nature of such condition and the Borrower's proposed response thereto: (i) the receipt by the Borrower of any written communication, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that the Borrower is not in compliance with applicable Environmental Laws, and such noncompliance had or would reasonably be expected to have a Material Adverse Effect, (ii) the Borrower has actual knowledge that there exists any Environmental Claim pending or threatened against the Borrower that has had or would reasonably be expected to have a Material Adverse Effect or (iii) the Borrower has actual knowledge of any release, emission, discharge or disposal of any Hazardous Substances that has had or would reasonably be expected to have a Material Adverse Effect;

(g) not later than the 5th Business Day after the Collateral Report Determination Date for each calendar month (or if such day is not a Business Day, the next succeeding Business Day), a report (determined on a trade date basis) concerning the Collateral Loans and Eligible Investments (the "Collateral Report"); the first Collateral Report shall be delivered in June 2026 and shall be determined with respect to the Collateral Report Determination Date occurring in June 2026; the Collateral Report for a calendar month shall contain the information with respect to the Collateral Loans and Eligible Investments described in Exhibit D, and shall be determined as of the Collateral Report Determination Date for such calendar month;

(h) on each Quarterly Payment Date, a Quarterly Payment Date Report in accordance with Section 9.1(c);

(i) from time to time such additional information regarding the Collateral or the financial position or business of the Borrower as the Agents, on either their own initiative or at the request of a Majority of the Lenders or S&P, may reasonably request in writing;

(j) the information described in Exhibit F, at the times indicated therein, which shall be subject to adjustment with the prior written consent of the Borrower and the Administrative Agent;

(k) the following information:

(i) promptly following a request by any Affected Holder which is received in connection with a material amendment of any Loan Document, either (at the election of the Retention Provider) a (i) refreshed EU/UK Retention Letter in substantially the form of Exhibit G hereto from the Retention Provider or (ii) a certification from the Retention Provider (which may be by way of an email) certifying that the representations, warranties and agreements set out in the EU/UK Retention Letter are true and correct as of the date of such certification;

(ii) promptly upon an Authorized Officer of the Retention Provider becoming aware of the occurrence thereof, written notice of any breach of: (i) the EU/UK Retention Requirement at any time; (ii) the covenants set out in the EU/UK Retention Letter at any time in any material way; or (iii) any representation given by the Retention Provider in the EU/UK Retention Letter at any time in any material way;

(iii) on a monthly basis (concurrent with the delivery of each Collateral Report), a certificate (which may be in the form of an email to the Collateral Administrator and Administrative

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Agent) from an Authorized Officer of the Retention Provider confirming continued compliance with the EU/UK Retention Requirement;

(iv) upon any written request therefor by or on behalf of the Borrower or any Affected Holder delivered as a result of a material change in (a) the performance of the Loans, (b) the risk characteristics of the transaction, or (c) the Collateral Loans and/or the Eligible Investments from time to time, a certificate from an Authorized Officer of the Retention Provider confirming continued compliance with the requirements set forth in the EU/UK Retention Letter as set forth in Exhibit G; providedthat such certificate will be deemed to have been delivered if an Authorized Officer of the Borrower confirms such continued compliance via email; and

(v) promptly following a request by any Affected Holder, such additional information regarding the Collateral Loans or the transactions contemplated in this Agreement and/or the other Loan Documents which is either in the possession of the Retention Provider or can be obtained at no material cost to the Retention Provider and is not otherwise subject to any national law governing the protection of EUSR Confidential Information, unless such information is anonymized or aggregated, as such Affected Holder may reasonably request prior to the Stated Maturity in order for such Affected Holder to comply with any of its obligations under the Securitisation Regulations;

(l) within five Business Days of the receipt thereof, copies of any letters received from S&P in respect of credit estimates related to the Collateral Loans;

(m) within five Business Days of the receipt thereof, written notice of the occurrence of an event that would permit the termination of the Collateral Management Agreement, or the replacement of the Collateral Manager under the Collateral Management Agreement, as applicable;

(n) with respect to Credit Risk Loans, promptly upon becoming aware thereof, any written information (other than information of a general economic or industry-wide nature or pro-forma financial information) that may have a material adverse impact on the quality of such asset (as determined by the Collateral Manager using its reasonable business judgment); and

(o) in connection with each delivery of Related Contracts and the related Loan Checklist hereunder to the Collateral Custodian, the Collateral Manager shall provide to the Administrative Agent, the Collateral Agent and the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the Collateral Loan identification number, the original principal balance of such Collateral Loan and the name of the Obligor with respect to each related Collateral Loan and such other information with respect thereto as the Collateral Custodian or either Agent reasonably may require in connection with its duties.

Section 5.2 Payment of Obligations. The Borrower will, subject to the Priority of Payments, pay and discharge, at or before maturity, all its respective material obligations and liabilities, including, without limitation, any obligation pursuant to any agreement by which it or any of its properties or assets is bound and any material Tax liabilities, except where such liabilities may be contested in good faith by appropriate proceedings, and will maintain in accordance with GAAP appropriate reserves for the accrual of any of the same.

Section 5.3 Good Standing. The Borrower will remain qualified to do business and in good standing (as applicable) in every jurisdiction in which the nature of its businesses so requires, except where the failure to be so qualified and in good standing (other than in Delaware) would not reasonably be expected to have a Material Adverse Effect.

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Section 5.4 Compliance with Laws. The Borrower will comply in all material respects with all Applicable Laws except where the necessity of compliance therewith is contested in good faith by appropriate proceedings.

Section 5.5 Inspection of Property, Books and Records; Audits; Etc.

(a) The Borrower will keep proper books of record and accounts in which full, true and correct entries in all material respects in accordance with GAAP shall be made of all material financial matters and transactions in relation to its business and activities; and will permit representatives of the Administrative Agent and the Collateral Agent (in each case at the Borrower's expense, in the case of not more than one inspection during any fiscal year except during the continuance of an Event of Default) to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, employees and independent public accountants, all at reasonable times during business hours in a manner so as to not unduly disrupt the business of the Borrower, upon reasonable prior notice to the Borrower; providedthat any expenses incurred by the Borrower under this Section 5.5 shall be reasonable and documented and shall not (together with any costs incurred pursuant to clause (b) below, without duplication) exceed $25,000 in any calendar year. So long as no Event of Default has occurred and is continuing, such visits and inspections shall occur no more than once in any calendar year.

(b) If requested by a Majority of the Lenders, the Borrower agrees that the Administrative Agent (or an independent third-party auditing firm selected by the Administrative Agent) shall (in each case at the Lenders' expense, as applicable, unless either (x) an independent third-party report has not been performed and provided to the Lenders for the current fiscal year of the Borrower or (y) an Event of Default shall have occurred and is continuing or any Coverage Test is not satisfied, in which case such audit and/or field examination shall be at the Borrower's expense, as applicable) conduct an audit and/or field examination of the Borrower, at reasonable times during business hours in a manner so as to not unduly disrupt the business of the Borrower or the Collateral Manager, for the purpose of examining the servicing and administration of the Collateral Loans, the results of which audit and/or field examination shall be promptly provided to the Lenders; providedthat (i) unless an Event of Default shall have occurred and is continuing (in which case the following limit shall not apply), no more than one such audit or field examination shall be conducted during any fiscal year of the Borrower and (ii) any expenses incurred by the Borrower and/or the Collateral Manager (on behalf of the Borrower), as applicable, under this Section 5.5shall be reasonable and documented and shall not (together with any costs incurred pursuant to clause (a) above, without duplication) exceed $25,000 (other than any expenses incurred by the Collateral Manager in connection with complying with this Section 5.5) in any calendar year.

(c) If requested by the Administrative Agent or a Majority of the Lenders, the Borrower and the Collateral Manager shall participate in a meeting with the Administrative Agent, the Lenders once during each fiscal year of the Borrower, to be held at a location in New York City and at a time reasonably determined by the Borrower and the Collateral Manager.

Section 5.6 Existence. The Borrower shall do or cause to be done, all things necessary to preserve and keep in full force and effect its existence, its rights, and its privileges, obligations, licenses and franchises, except, other than with respect to its existence, to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect. The Borrower shall do or cause to be done all things necessary to maintain its registration and good standing under the laws of Delaware.

Section 5.7 Subsidiaries/Equity Interest. The Borrower shall not directly or indirectly own any Subsidiaries or any Equity Interest in any entity other than as otherwise permitted pursuant to Section 4.17.

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Section 5.8 Investments.

(a) The Borrower shall not make any investment other than in Collateral Loans or Eligible Investments; providedthat the Borrower may own Defaulted Loans, Equity Securities and other Collateral solely as expressly permitted by the terms of this Agreement. On and after the Closing Date through the end of the Reinvestment Period, the Borrower shall not acquire or originate any debt obligation unless, at the time of such acquisition or origination and after giving effect thereto, the Eligibility Criteria are satisfied with respect to the debt obligations so acquired or originated. The Borrower shall not acquire, originate or fund any debt obligations after the Reinvestment Period except for (i) the funding of Exposure Amounts of Revolving Collateral Loans and Delayed Funding Loans that were originated or acquired prior to the end of the Reinvestment Period and (ii) the origination or acquisition of a Collateral Loan where the commitment to make such acquisition or origination was made prior to the end of the Reinvestment Period, so long as such commitment provided for settlement in accordance with customary procedures in the relevant markets, but in any event for a settlement period no longer than three months following the date of such commitment.

(b) The Borrower shall not at any time obtain or maintain title to any real property or obtain or maintain a controlling interest in an entity that owns any real property (except for Equity Securities that are acquired as a result of the restructuring of a Collateral Loan so long as the Borrower directs the Collateral Agent to sell any such Equity Security pursuant to Section 10.1(a)(iv)).

(c) The Borrower shall not commit to acquire or originate any Collateral Loan if such acquisition or origination would be in contravention of the terms of this Agreement, the Purchase and Sale Agreement, the Participation Agreements or the EU/UK Retention Letter, which shall include the satisfaction of the Originator Requirement.

(d) Notwithstanding the foregoing provisions of this Section 5.8 or any other provision herein or in any other Loan Document to the contrary, from and after the six-month anniversary of the Closing Date, if the Rating Effective Date has not occurred, no commitments to make investments other than Eligible Investments shall be made by the Borrower under this Agreement unless the Administrative Agent and a Majority of the Lenders consent not to suspend the Reinvestment Period in accordance with Section 5.42 or waive the requirements of this clause (d).

Section 5.9 Restriction on Fundamental Changes.

(a) The Borrower shall not enter into any merger or consolidation or reorganization, without the consent of the Administrative Agent and subject to the terms of the LLC Agreement, except that Borrower may merge into the issuer of the securities in connection with the Take-Out CLO on the closing date thereof. The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents.

(b) The Borrower shall not amend its Constituent Documents (other than purely administrative amendments (including to change its name), providedthat prior written notice of any such administrative amendment shall be provided to the Administrative Agent and S&P) without both the Administrative Agent's prior written consent (such consent not to be unreasonably withheld) and the satisfaction of the Rating Condition.

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Section 5.10 ERISA. Neither the Borrower nor any member of its ERISA Group shall establish, maintain or contribute to, or be required to contribute to, any Plan or Multiemployer Plan or become a guarantor with respect to any such plan. The Borrower shall ensure that no transfer of any interest in the Borrower will cause the assets of the Borrower to be treated as "plan assets" for purposes of Section 3(42) of ERISA or as the assets of any governmental, church, non-U.S. or other plan that is subject to Similar Law.

Section 5.11 Liens. The Borrower shall not at any time directly or indirectly create, incur, assume or permit to exist, on any of its property, any Lien for borrowed monies or any other Lien except for Permitted Liens.

Section 5.12 Business Activities. The Borrower shall not engage in any business activity other than (i) the making, acquisition, origination, selling and maintenance of Collateral Loans and the ownership of Equity Interests, (ii) receiving capital contributions (whether in the form of Cash or Collateral Loans) from its equityholders, (iii) making distributions to its equityholders pursuant to Section 5.29 and (iv) any other activities permitted or contemplated by this Agreement and the other Loan Documents or ancillary thereto, in each case in compliance with the terms of this Agreement and the other Loan Documents.

Section 5.13 Fiscal Year; Fiscal Quarter. The Borrower shall not change its fiscal year or any of its fiscal quarters, without a Majority of the Lenders' prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 5.14 Margin Stock. None of the proceeds of any Loans or any of the Membership Interests will be used by the Borrower, directly or indirectly, for the purpose of buying or carrying any Margin Stock; provided, that the receipt of Margin Stock by the Borrower in connection with a workout or restructuring of a Defaulted Loan shall not constitute a breach of the representation in this Section 5.14.

Section 5.15 Indebtedness. The Borrower shall not incur or suffer to exist any Indebtedness other than the Obligations.

Section 5.16 Use of Proceeds. The Borrower shall use the proceeds of the Loans and the Membership Interests solely (a) for the acquisition and origination of Collateral Loans during the Reinvestment Period (and after the Reinvestment Period only for the acquisition and origination of Collateral Loans committed to during the Reinvestment Period, subject to Section 5.8), (b) to fund Exposure Amounts and/or (c) to pay fees and expenses incurred with the closing and execution of this Agreement and the other Loan Documents.

Section 5.17 Bankruptcy Remoteness; Separateness.

(a) Limited Purpose Entity.

(i) The Borrower at all times since its formation has been, and will continue to be, a Delaware limited liability company. The Borrower at all times since its formation has been, and will continue to be, duly qualified in its jurisdiction of formation and each other jurisdiction in which such qualification was or may be necessary for the conduct of its business, except where the failure to be so qualified in any jurisdiction would not reasonably be expected to have a Material Adverse Effect;

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(ii) the Borrower at all times since its formation has complied, and will continue to comply, with the provisions of its Constituent Documents and the laws of the jurisdiction of its formation relating to limited liability companies formed under the laws of the state of Delaware;

(iii) all customary formalities regarding the existence of the Borrower have been observed at all times since its formation and will continue to be observed;

(iv) the Borrower is and has been adequately capitalized at all times since its formation in light of the nature of its business; and

(v) the Borrower has not any time since its formation assumed or guaranteed, and will not assume or guarantee, the liabilities of any other Persons (other than (w) the assumption of the obligations in connection with the ordinary course purchase, sale or receipt of Collateral Loans, (x) pursuant to the Loan Documents, (y) the obligations of any agent under any Related Contracts and (z) any reimbursement obligation or indemnity in favor of its managers, trustees, officers or directors; providedthat any such reimbursement obligation or indemnity shall be subject to the Priority of Payments).

(b) No Bankruptcy Filing. The Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws of any jurisdiction or the liquidation of all or a major portion of its assets or property, and it has no knowledge of any Person contemplating the filing of any such petition against it.

(c) Separate Existence.

(i) At all times since its formation, the Borrower has accurately maintained, and will continue to accurately maintain, in all material respects, its financial statements, accounting records and other corporate documents, as applicable, separate from those of the Collateral Manager and any other Person; provided, however, that if the Borrower prepares consolidated financial statements with any Affiliates, (y) any such consolidated financial statements shall contain a note indicating the Borrower's separateness from any such Affiliates and indicate its assets are not available to pay the debts of such Affiliate or any other Person and (z) if the Borrower prepares its own separate balance sheet, such assets shall also be listed on the Borrower's own separate balance sheet. The Borrower has not at any time since its formation commingled, and will not commingle, its assets with those of the Collateral Manager or any other Person. The Borrower has at all times since its formation accurately maintained, in all material respects, and will continue to accurately maintain in all material respects, its own bank accounts and separate books of account.

(ii) The Borrower has at all times since its formation paid, and will continue to pay, its own liabilities from its own separate assets.

(iii) The Borrower has at all times since its formation identified itself, and will continue to identify itself, in all dealings with the public, under its own name and as a separate and distinct entity, except as may be required for tax or accounting purposes. The Borrower has not at any time since its formation identified itself, and will not identify itself, as being a division or a part of any other entity, except as may be required for tax and consolidated accounting purposes.

(iv) The Borrower will comply at all times with the provisions of its Constituent Documents relating to separateness, bankruptcy remoteness and any similar provisions.

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(v) The Borrower will have at least one independent manager as required pursuant to the LLC Agreement.

Section 5.18 Amendments, Modifications and Waivers to Collateral Loans.

In the performance of its obligations hereunder, the Borrower may enter into any amendment, waiver of or supplement to any Related Contract; providedthat the prior written consent of the Administrative Agent and a Majority of the Lenders to any such amendment, waiver or supplement shall be required if (i) an Event of Default has occurred and is continuing or would result from such amendment, waiver or supplement, (ii) such amendment, waiver or supplement, individually or together with all other such amendments, waivers and/or supplements would result in a Material Adverse Effect as determined by the Collateral Manager (as of the date of determination not to be called into question at a later date) in accordance with the Servicing Standard or (iii) constitutes a Specified Change (provided, in the case of this clause (iii), if the Borrower notifies the Administrative Agent of the proposed amendment, waiver or supplement and the Administrative Agent does not object within 15 Business Days after written notice thereof is provided to the Administrative Agent, the proposed amendment, waiver or supplement will be deemed to have been consented to by the Administrative Agent).

Section 5.19 Hedging.

(a) The Borrower may, at any time and from time to time, enter into any Interest Hedge Agreements (subject in each case to satisfaction of the Rating Condition and the prior written consent of a Majority of the Lenders). The Borrower will not amend or replace any Interest Hedge Agreement unless the Rating Condition shall have been satisfied in connection with such amendment or replacement and a Majority of the Lenders have provided prior written consent to such amendment or replacement. The Borrower (or the Collateral Manager on behalf of the Borrower) shall promptly provide written notice of entry into, and the amendment or replacement of, any Interest Hedge Agreement to the Agents and the Lenders. Notwithstanding anything to the contrary contained herein, the Borrower (or the Collateral Manager on behalf of the Borrower) shall not enter into any Interest Hedge Agreement (A) unless it obtains written advice of counsel that (1) the written terms of the derivative directly relate to the Collateral Loans and (2) such derivative reduces the interest rate/basis risks related to the Collateral Loans and the Loans and (B) that would cause the Borrower to be considered a "commodity pool" as defined in Section 1a(10) of the Commodity Exchange Act unless (i) the Collateral Manager is registered as a "commodity pool operator" as defined in Section 1(a)(11) of the Commodity Exchange Act and "commodity trading advisor" as defined in Section 1(a)(12) of the Commodity Exchange Act with the CFTC or (ii) with respect to the Borrower as the commodity pool, the Collateral Manager would be eligible for an exemption from registration as a commodity pool operator and commodity trading advisor and all conditions for obtaining the exemption have been satisfied.

(b) Each Interest Hedge Agreement shall contain appropriate limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section 12.18. Each Interest Hedge Counterparty shall be required to satisfy, at the time that any Interest Hedge Agreement to which it is a party is entered into, the then-current S&P criteria for hedge counterparties with respect to any Interest Hedge Agreements. Payments with respect to any Interest Hedge Agreements shall be subject to the Priority of Payments specified in Section 9.1(a) and Section 6.4. Each Interest Hedge Agreement shall contain an acknowledgement by the Interest Hedge Counterparty that the obligations of the Borrower to the Interest Hedge Counterparty under the relevant Interest Hedge Agreement shall be payable in accordance with the Priority of Payments specified in Section 9.1(a) and Section 6.4 and the Borrower shall use its commercially reasonable efforts to provide that it may not be terminated due to the occurrence of an Event of Default until liquidation of the Collateral has commenced.

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Section 5.20 Title Covenants. The Borrower covenants that at no time shall it:

(a) create, permit or suffer to be created any Lien or security interest in the Collateral other than Permitted Liens; or

(b) except as otherwise expressly permitted herein sell, transfer, assign, deliver or otherwise dispose of any Collateral or any interest therein.

The Borrower further covenants and agrees to defend the Collateral against the claims and demands of all other parties to the extent necessary to preserve the first-priority security interest (subject to Permitted Liens) of the Collateral Agent in the Collateral.

Section 5.21 Further Assurances.

(a) The Borrower shall at its sole expense file, record, make, execute and deliver all such notices, instruments, statements and other documents, and take such acts, as the Collateral Agent (acting at the written direction of the Administrative Agent) may reasonably request from time to time to register in the name of the Collateral Agent or its nominee, and to perfect, preserve or otherwise protect the security interest of the Collateral Agent, for the benefit of the Secured Parties in, the Collateral or any part thereof, or to give effect to the rights, powers and remedies of the Collateral Agent hereunder, including but not limited to execution and delivery of financing statements. The Borrower shall be obligated to perform its obligations under this Agreement notwithstanding the ability of the Collateral Agent to take such actions pursuant to the provisions of Section 5.23, including, without limitation, the filing of any UCC continuation statements.

(b) At least one month (but not more than six months) prior to the fifth anniversary date of the Closing Date, the Borrower shall furnish to the Collateral Agent an opinion of counsel stating that, in the opinion of such counsel, as of the date of such opinion, the lien and security interest created by this Agreement with respect to the Collateral remains a valid and perfected first priority lien in favor of the Collateral Agent for the benefit of the Secured Parties and stating what action, if any, needs to be taken to retain the validity and perfection of such lien for the following five-year period.

Section 5.22 Costs of Transfer; Taxes; and Expenses.

(a) The Borrower shall pay or cause to be paid all transfer Taxes and other costs incurred in connection with all transfers of Collateral. For the avoidance of doubt, any amounts paid pursuant to this Section 5.22(a) shall not be duplicative of amounts paid pursuant to Section 11.4.

(b) Without duplication of any other provision of this Agreement, the Borrower agrees to pay the Collateral Agent the reasonable and documented out-of-pocket costs and expenses, including but not limited to reasonable and documented attorneys' fees and other charges, incurred by the Collateral Agent in connection with making collections on any Collateral.

Section 5.23 Collateral Agent May Perform.

(a) If the Borrower fails to perform any agreement contained herein to be performed by it, the Collateral Agent may, upon the written instructions of the Administrative Agent or a Majority of the Lenders, itself file, record, make, execute and deliver all such notices, instruments, statements and other documents, and take such acts, as a Majority of the Lenders may determine to be necessary or desirable from time to time to perfect, preserve or otherwise protect the security interest of the Collateral Agent, for the benefit of itself and the Secured Parties and otherwise perform, or cause performance of, any other such

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actions as a Majority of the Lenders shall determine is necessary or desirable, and the reasonable and documented, including out-of-pocket, fees and expenses of the Collateral Agent (including without limitation, fees and expenses of its counsel, agents and experts) that the Lenders incurred in connection therewith shall be payable by the Borrower and shall be part of the Secured Obligations, subject to and in accordance with the Priority of Payments.

(b) The powers conferred on the Collateral Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in the Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

Section 5.24 Notice of Name Change. The Borrower shall give the Agents and S&P not less than fifteen (15) Business Days' prior written notice of any change of its name and not less than 30 days' notice of any change of its principal place of business (to the extent that such change would affect the validity of the Collateral Agent's perfected first-priority security interest in the Collateral) and will take all steps necessary to preserve the first priority perfected security interest of the Collateral Agent in the Collateral. The Borrower shall not change its type of organization, jurisdiction of organization or other legal structure without the prior written consent of the Administrative Agent.

Section 5.25 Renewal of Credit Estimates.

(a) If at any time a Collateral Loan does not have either a public S&P Rating, a public Moody's rating or a public Fitch rating, then the Borrower shall, prior to or within 30 days after the acquisition of such Collateral Loan, apply for an S&P Credit Estimate (and promptly notify the Collateral Agent of such application).

(b) For each Collateral Loan with an S&P Credit Estimate, the Borrower shall submit such Required S&P Credit Estimate Information (including, for avoidance of doubt, notice of any material changes as contemplated under the Required S&P Credit Estimate Information) as is required to renew such credit estimate within the 12 month period following receipt of the most recent S&P Credit Estimate provided for such Collateral Loan.

Section 5.26 Filing Fees, etc.The Borrower agrees to pay or to reimburse the Agents for any and all amounts in respect of all search, filing, recording and registration fees and other similar imposts which are payable in respect of the execution, delivery, performance and enforcement of this Agreement and the other Loan Documents. The obligations of the Borrower under this Section 5.26 shall survive the termination of the other provisions of this Agreement or the resignation or removal of the Agents. For the avoidance of doubt, any amounts paid pursuant to this Section 5.26 shall not be duplicative of amounts paid pursuant to Section 11.4 or Section 12.3.

Section 5.27 Delivery of Proceeds. In the event that the Borrower receives any payments in respect of or other proceeds of Collateral Loans or other Collateral or any capital contribution, the Borrower shall pay such payments or other proceeds to the Collateral Agent promptly and, in no event, later than two Business Days after the Borrower's receipt thereof.

Section 5.28 Performance of Obligations. The Borrower shall timely and fully comply with and perform in all material respects its obligations under the Related Contracts in accordance with the

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terms thereof, except to the extent that failure to do so could not reasonably be expected to impair the value or collectability of such Collateral Loans or other Collateral.

Section 5.29 Limitation on Dividends. The Borrower shall not declare or make any direct or indirect distribution, dividend or other payment to any person on account of any Membership Interests, any other Equity Interests in the Borrower or any other similar interests or securities of the Borrower, except for distributions made pursuant to Sections 6.4 and 9.1.

Section 5.30 Annual Rating Review. So long as the Rating Effective Date has occurred, on or before the anniversary date of the Closing Date in each calendar year, commencing in 2027, the Borrower shall pay for the ongoing monitoring of the rating of the Loans by S&P. The Borrower shall promptly notify the Agents, the Collateral Manager and the Lenders in writing if at any time the rating of the Loans has been, or, to the knowledge of a Senior Authorized Officer of the Borrower will be, changed or withdrawn, or the rating outlook on the Loans has been, or to the knowledge of a Senior Authorized Officer of the Borrower will be, changed.

Section 5.31 Amendments to Loan Documents. The Borrower shall not amend any Loan Document except pursuant to the terms thereof and Section 12.6 of this Agreement.

Section 5.32 Transactions With Affiliates. The Borrower shall not sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates unless (a) the terms and conditions of any such transaction are no less favorable to the Borrower than the terms it would obtain in a comparable transaction with a non-Affiliate, (b) such transaction is effected in accordance with all Applicable Law, (c) such transaction is conducted in an arm's length transaction in the ordinary course of business and (d) (i) in the case of the purchase of any Collateral Loan, (x) the purchase price is not more than the fair market value as reasonably determined by the Collateral Manager in accordance with its Servicing Standard and (y) the Borrower shall ensure that all purchases of Collateral Loans from any Affiliate of the Borrower will be pursuant to and in accordance with an agreement between the Borrower and such Affiliate that is acceptable to the Administrative Agent and with respect to which a true sale opinion of Dechert LLP or another firm of nationally recognized standing has been delivered to the Administrative Agent, and (ii) in the case of the sale of any Collateral Loan, the sale price is not less than the fair market value as reasonably determined by the Collateral Manager in accordance with its Servicing Standard.

Section 5.33 [Reserved].

Section 5.34 Tax Matters as to the Borrower.

(a) The Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. federal income tax purposes, and, to the extent permitted by Applicable Law, for state and local tax purposes, and will take no contrary position, unless otherwise required by law.

(b) The Borrower shall not engage in or permit any activity that would cause it to be treated as a corporation for U.S. federal income tax purposes (or a publicly traded partnership taxable as a corporation), including, without limitation, by election or by operation of Section 7704 of the Code. Each holder of the Membership Interests shall at all times be a U.S. Person.

(c) The Borrower shall, whenever relevant, use commercially reasonable efforts to elect to apply the method provided by Section 6226 of the Code.

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(d) The Borrower shall take, and shall cause each Tax Subsidiary to take all reasonable actions, either directly or through its agents (including hiring advisors or other Persons experienced in such matters) consistent with the law and its obligations under this Agreement, to ensure that the Borrower (or such Tax Subsidiary) satisfies any and all withholding and Tax payment obligations under Code Sections 1441, 1442, 1445, 1446, 1471, 1472 or any other provision of the Code or other Applicable Law. Without limiting the generality of the foregoing, the Borrower (and any Tax Subsidiary) may withhold any amount that it or any advisor retained on its behalf determines is required by law to be withheld from any amounts otherwise distributable. To the greatest extent commercially practicable, each of the Administrative Agent and the Lenders agrees that it will (x) provide the Borrower, upon written request, with such information as may be specified by the Borrower as necessary to permit the Borrower to avoid withholding under Section 1471(a) of the Code on payments made by the Borrower and (y) take all reasonable measures available to it (other than those that would materially prejudice its legal or commercial position) to mitigate the imposition of such Tax or fines or penalties on the Borrower.

Section 5.35 Originator Requirement. The Borrower shall ensure that the Originator Requirement is satisfied on each Originator Requirement Test Date.

Section 5.36 [Reserved].

Section 5.37 Sanctions; Anti-Corruption Laws and Anti-Money Laundering Laws; KYC Information.

(a) The Borrower (i) shall not request any Loan, and shall not (and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not) use the proceeds of any Loan, in each case, directly or, to the best of its knowledge, indirectly, for (1) the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (2) in any manner that would result in the violation of any Sanctions or which could reasonably be expected to result in any Person becoming a Sanctioned Person, and (ii) shall ensure that (1) no Person that is a Sanctioned Person will have any legal or beneficial interest in any funds repaid or remitted by the Borrower to the Lenders in connection with the Agreement, and (2) it shall not use any revenue or benefit derived from any activity or dealing with a Sanctioned Person or otherwise in violation of Sanctions for the purpose of discharging amounts owing to the Lenders in respect of the Agreement.

(b) No portion of (i) the proceeds of any Loan will be used, directly or to the best of its knowledge, indirectly by the Borrower, (1) in violation of Anti-Corruption Laws or Anti-Money Laundering Laws, or (2) for any payment, promise to pay, or authorization of any payment (or giving of anything of value) to any person (including any governmental official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity) in order to improperly obtain, retain or direct business, or obtain any undue influence or improper advantage and (ii) any funds paid or remitted by the Borrower to the Lenders in connection with the Agreement will be derived from any activity in violation of Anti-Corruption Laws or Anti-Money Laundering Laws. The Borrower will maintain complete and accurate books and records relating to this Agreement.

(c) The Borrower shall deliver to the Administrative Agent and each Lender promptly following any reasonable request therefor and subject to applicable confidentiality restrictions or prohibitions on disclosure of material non-public information, (i) such other information regarding the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request; and (ii) information and documentation reasonably requested by the Administrative

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Agent or any Lender for purposes of compliance with applicable "know your customer" requirements under the USA PATRIOT Act or other Anti-Money Laundering Laws.

Section 5.38 Transfer of Membership Interests. The Borrower shall not recognize the transfer of any Membership Interests to any person that is a Non-Permitted Holder and will treat any purported transfer of any Membership Interests in violation of this requirement as null and void. The Membership Interests may not be sold, transferred, assigned, participated, pledged or otherwise disposed or marketed (A) on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code and Treasury Regulation § 1.7704-1(b), including without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations or (B) if such acquisition, sale, transfer, assignment, participation, pledge or other disposition would cause the combined number of holders of the Membership Interests to be more than 75, and the Borrower will not recognize and will treat as null and void any such acquisition, sale, transfer, assignment, participation, pledge or other disposition in violation of the foregoing.

Section 5.39 EU/UK Retention Letter. To the extent the same is within its control, the Borrower shall (i) procure the Retention Provider not to amend, supplement, modify, repudiate or waive any provision, of the EU/UK Retention Letter without the prior written consent of the Administrative Agent and each Affected Holder and (ii) procure that the Retention Provider has not changed and will not change the manner in which it satisfies the EU/UK Retention Requirement (as defined in the EU/UK Retention Letter), except to the extent permitted under the Securitisation Regulations and with the prior written consent of the Administrative Agent and each Affected Holder.

Section 5.40 Beneficial Ownership Certification. The Borrower agrees to notify the Administrative Agent of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.

Section 5.41 Pool Concentrations. On and after the Rating Effective Date and during the Reinvestment Period the Borrower shall use commercially reasonable efforts to ensure that the pool of Collateral contains Collateral Loans of no less than 20 different Obligors.

Section 5.42 Rating.

(a) The Borrower and the Administrative Agent shall endeavor to obtain a rating from S&P of the Loans of at least "AA- (sf)" on or prior to the six–month anniversary of the Closing Date and agree to amend this Agreement and the other Loan Documents as reasonably necessary to obtain such rating; providedthat, if the Rating Effective Date has not occurred on or prior to the six-month anniversary of the Closing Date, the Borrower and the Administrative Agent shall cooperate in good faith, using reasonable best efforts to obtain a rating from S&P of the Loans as soon as reasonably practicable so long as the Lenders agree to reinstate the Reinvestment Period once a rating from S&P is obtained. The Lenders and the Administrative Agent will not unreasonably withhold consent to any amendments required by S&P in order to obtain such a rating.

(b) If the Borrower does not obtain such rating from S&P prior to the six–month anniversary of the Closing Date, the Reinvestment Period shall automatically be suspended, unless either (i) the Administrative Agent and a Majority of the Lenders provide written consent not to suspend the Reinvestment Period at such time or (ii) the pricing date of the Take-Out CLO has occurred.

Article VI
EVENTS OF DEFAULT

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Section 6.1 Events of Default. The term "Event of Default" shall mean any of the events set forth in this Section 6.1:

(a) a default in the payment, when due and payable, of any interest, fees, costs, expenses, indemnities or other amounts (other than principal) due on any Loan or any related obligations in respect of the Loans pursuant to this Agreement and, the continuation of such default for five Business Days after the date such amounts become due and payable if such date is provided in this Agreement or the applicable Loan Document (or, if no such date is provided or such amount is not fixed, five Business Days after notice shall have been given to the Borrower by a Majority of the Lenders, the intended recipient of such amounts or the Administrative Agent, specifying such amount that has become due and payable); providedthat in the case of a failure to pay due to an administrative error or omission by the Collateral Agent or Collateral Administrator, such failure continues for five Business Days after an Administrative Officer of the Collateral Agent or Collateral Administrator receives written notice or has actual knowledge of such administrative error or omission and has provided notice of such failure to the Borrower;

(b) a default in the payment of any principal due on any Loans when such principal becomes due and payable; provided that, in the case of a failure to pay due to an administrative error or omission by any Agent, such failure continues for three Business Days after an Administrative Officer of such Agent receives written notice or has actual knowledge of such administrative error or omission and has provided notice of such failure to the Borrower;

(c) the failure on any Quarterly Payment Date to disburse amounts available in the Payment Account or Collection Account in accordance with the Priority of Payments and continuation of such failure for a period of five Business Days or, solely in the case of a failure to disburse due to an administrative error or omission by the Administrative Agent, the Collateral Administrator or the Collateral Agent, such failure continues for seven Business Days after an Administrative Officer of the Administrative Agent, the Collateral Administrator or the Collateral Agent, as applicable, receives written notice or has actual knowledge of such administrative error or omission and has provided notice of such failure to the Borrower;

(d) the Borrower or the pool of Collateral becomes an investment company required to be registered under the Investment Company Act and such status continues for 30 consecutive calendar days;

(e) the occurrence of any one or more of the following:

(i) failure of any representation or warranty in Section 4.9 or 4.12 to be correct in all material respects when made, or default in the performance, or breach, of any covenant contained in Sections 5.1(d)(i), 5.9, 5.10, 5.11, 5.12, 5.15, 5.16, 5.17(a)(v) or 5.17(b), and, in the case of a default in the performance, or breach, of any such covenant that is susceptible of cure, such default or breach continues for a period of 5 Business Days after the earlier to occur of (x) the date on which written notice of such default requiring the same to be remedied shall have been given to the Borrower and (y) a Senior Authorized Officer of the Borrower has actual knowledge of such default;

(ii) a default in the performance, or breach, of any covenant contained in Section 5.1(d)(ii), 5.1(d)(iii), 5.8, 5.17(a)(i) through (iii), 5.18, 5.35, 5.34(c), 5.34(d), 5.34(e), 5.34(f) or 5.34(g) and, if susceptible of cure, such default continues for a period of 10 Business Days after the earlier to occur of (x) the date on which written notice of such default requiring the same to be remedied shall have been given to the Borrower and (y) a Senior Authorized Officer of the Borrower has actual knowledge of such default;

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(iii) a default in the performance, or breach, of any covenant contained in Section 5.17(a) or (c) such that experienced counsel of national standing is unable to provide a substantive non-consolidation opinion within 30 days after the Administrative Agent has notified the Borrower that it reasonably believes in good faith the Borrower may no longer qualify as a bankruptcy remote entity;

(iv) failure of the representation or warranty in Section 4.4 to be correct when made with respect to the Borrower's obligations under one or more Collateral Loans or other items of Collateral and there has occurred or there would reasonably be expected to occur a Material Adverse Effect; or

(v) (x) a default in the performance, or breach, of any other covenant, warranty or other agreement of the Borrower or the Collateral Manager under this Agreement or any other Loan Document and such default would reasonably be expected to have a Material Adverse Effect, or (y) the failure of any representation or warranty of the Borrower or the Collateral Manager made in this Agreement, any other Loan Document or in any related certificate or other writing delivered pursuant hereto or thereto or in connection herewith or therewith to be correct when made and such failure would reasonably be expected to have a Material Adverse Effect (other than a covenant, representation, warranty or other agreement or a portion thereof a default in the performance or breach or failure of which is otherwise specifically dealt with in this Section 6.1, it being understood, without limiting the generality of the foregoing, that any failure to meet (including in connection with the acquisition or origination of any Collateral Loan) any Concentration Limitation, Collateral Quality Test or Coverage Test (except as provided in clause (h) below) is not an Event of Default), and such default, breach or failure either (A) is not susceptible of cure or (B) if susceptible of cure, continues for a period of 30 days following the date on which (x) notice has been delivered to the Borrower or (y) a Senior Authorized Officer of the Borrower obtains actual knowledge of such default;

(f) the entry of a decree or order by a court of competent jurisdiction (i) adjudging the Borrower as bankrupt or insolvent, or (ii) approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under the Bankruptcy Code or any other Applicable Law, or (iii) appointing a receiver, liquidator, assignee, or sequestrator (or other similar official) of the Borrower or of any substantial part of its respective properties, or (iv) ordering the winding up or liquidation of the affairs of the Borrower, respectively, and the continuance of any such decree or order is unstayed and in effect for a period of 60 consecutive days;

(g) the institution by the Borrower of proceedings for the Borrower to be adjudicated as bankrupt or insolvent, or the consent by the Borrower to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Borrower of a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code or any other similar Applicable Law, or the consent by the Borrower to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Borrower of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of any action by the Borrower in furtherance of any such action;

(h) the Senior Overcollateralization Ratio is less than 120% for 10 consecutive Business Days;

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(i) any Lien on any Collateral created pursuant to the Loan Documents shall, at any time after delivery of the respective Loan Documents, cease to be fully valid and perfected as a first priority Lien subject only to Permitted Liens (other than directly due to the action of the Lenders or the Agents);

(j) any of the Loan Documents (other than the Interest Hedge Agreements (other than provisions that by the terms thereof survive the termination thereof)) ceases to be in full force and effect, other than in accordance with its terms;

(k) one or more judgments or decrees shall be entered against the Borrower involving in the aggregate a liability of $1,000,000 or more in excess of the amounts paid or fully covered by insurance and the same shall not have been vacated, satisfied, undischarged, stayed or bonded pending appeal within 30 days from the entry thereof;

(l) a Change of Control shall have occurred; or

(m) a Collateral Manager Event of Default shall have occurred and be continuing past any applicable notice or cure period provided in the definition thereof.

Upon the occurrence of an Event of Default, the Borrower shall promptly notify the Agents, the Collateral Manager, the Lenders, the Equity Investors and S&P in writing (which notice shall refer to this Agreement and state that such notice is a notice of Default).

Section 6.2 Remedies. If an Event of Default shall have occurred and be continuing, a Majority of the Lenders or the Administrative Agent (acting at the direction of a Majority of the Lenders) may exercise (or direct the Collateral Agent in the exercise of) the rights, privileges and remedies set forth in this Section 6.2.

(a) Upon the occurrence and during the continuance of any Event of Default, each of the following actions shall require the prior written approval by a Majority of the Lenders, whether or not approved by the Borrower's designated manager or other persons performing similar functions: (i) issuance of any commitment to make, and the acquisition or origination (other than pursuant to commitments then in effect) of, any Collateral Loan or other loan or security constituting any Collateral or any interest therein, (ii) any amendment, modification, or waiver of, or any consent to departure from, any term or provision of any Collateral Loan or other loan or security constituting any Collateral, (iii) any release of any collateral for, or guarantor of or other credit support provider for, any Collateral Loan or other loan or security constituting any Collateral, except upon payment in full of such Collateral Loan or other loan or security or as otherwise required pursuant to the terms of the Related Contracts, or any subordination or limitation of recourse with respect thereto, (iv) any sale, purchase, assignment or participation in respect of any Collateral Loan or other loan or security constituting any Collateral (other than pursuant to commitments then in effect or in the case of a sale or assignment upon payment in full of such Collateral Loan or other loan or security) and (v) any determination to exercise, or not to exercise, remedies in respect of a Collateral Loan or other loan or security constituting any Collateral following a default or event of default thereunder.

(b) Upon the occurrence and during the continuance of any Event of Default, in addition to all rights and remedies specified in this Agreement and the other Loan Documents, including Section 6.3, and the rights and remedies of a secured party under Applicable Law, including the UCC, the Administrative Agent or a Majority of the Lenders, by notice to the Borrower, may do any one or more of the following:

(i) declare the Commitments to be terminated forthwith, whereupon the Commitments shall forthwith terminate (providedthat, unless an Event of Default described in

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Section 6.1(d), (f) or (g) has occurred and is continuing, the Commitments shall not be terminated unless the Net Aggregate Exposure Amount is equal to zero); and

(ii) declare the principal of and the accrued interest on the Loans and all other amounts whatsoever payable by the Borrower hereunder (including any amounts payable under Section 2.9) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby waived by the Borrower;

providedthat, upon the occurrence of any Event of Default described in clause (f) or (g) of Section 6.1, the Commitments shall automatically terminate and the Loans and all such other amounts shall automatically become due and payable, without any further action by any party.

(c) Upon the occurrence and during the continuance of an Event of Default, a Majority of the Lenders or the Collateral Agent (acting at the direction of the Administrative Agent or a Majority of the Lenders) will have the right to take any other remedies set forth in Section 6.3(b) below or other remedies permitted by law.

Section 6.3 Additional Collateral Provisions.

(a) Release of Security Interest. If and only if all Secured Obligations have been paid in full and all Commitments have been terminated, the Secured Parties shall, at the expense of the Borrower, promptly execute, deliver and file or authorize for filing such instruments as the Borrower shall reasonably request in order to reassign, release or terminate the Secured Parties' security interest in the Collateral. The Secured Parties acknowledge and agree that upon the sale or disposition of any Collateral by the Borrower in compliance with the terms and conditions of this Agreement, on the date of any such sale or other disposition, the Collateral Agent, on behalf of the Secured Parties, shall automatically and without further action be deemed to and hereby does terminate and release the Secured ‎Parties' security interest in such Collateral and the Secured Parties shall, at the expense of the Borrower, execute, deliver and file or authorize for filing such instrument as the Borrower shall reasonably request to reflect or evidence such termination. Any and all actions under this Article VI in respect of the Collateral shall be without any recourse to, or representation or warranty by any Secured Party and shall be at the sole cost and expense of the Borrower.

(b) Additional Rights and Remedies. The Collateral Agent (for itself and on behalf of the other Secured Parties), acting at the written direction of a Majority of the Lenders through the Administrative Agent, shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designees shall, at the written direction of a Majority of the Lenders through the Administrative Agent, to the extent permitted by Applicable Law (including the UCC) and notwithstanding anything in the Loan Documents to the contrary, (i) instruct the Borrower to deliver any or all of the Collateral, the Related Contracts and any other documents relating to the Collateral to the Collateral Agent or its designees and otherwise give all instructions for the Borrower regarding the Collateral; (ii) if the Loans have been accelerated in accordance with this Agreement, sell or otherwise dispose of the Collateral, all without judicial process or proceedings; (iii) take control of the proceeds of any such Collateral; (iv) subject to the provisions of the applicable Related Contracts, exercise any consensual or voting rights in respect of the Collateral; (v) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Collateral; (vi) enforce the Borrower's rights and remedies with respect to the Collateral; (vii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; (viii) demand that the Borrower immediately take all actions necessary to cause the liquidation of the Collateral in order to pay all amounts due and payable in respect of the Secured Obligations, in

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accordance with the terms of the Related Contracts; (ix) redeem or withdraw or cause the Borrower to redeem or withdraw any asset of the Borrower to pay amounts due and payable in respect of the Secured Obligations; (x) subject to Section 12.19, make copies of or, if necessary, remove from the Borrower's and its agents' place of business all books, records and documents relating to the Collateral; and (xi) endorse the name of the Borrower upon any items of payment relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor. The Collateral Agent shall provide prior written notice of any liquidation of the Collateral to S&P.

The Collateral Agent shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement unless and until (and to the extent) so directed at the express written direction of a Majority of the Lenders through the Administrative Agent; providedthat the Collateral Agent shall not be required to take any such action at the direction of a Majority of the Lenders through the Administrative Agent, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Agent, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Agent to liability hereunder (unless it has been provided with an indemnity agreement (including the indemnity provisions contained herein and in the other Loan Documents) which it reasonably deems to be satisfactory with respect thereto).

The Borrower hereby agrees that, upon the occurrence and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent (acting at the written direction of a Majority of the Lenders acting through the Administrative Agent) or a Majority of the Lenders, it shall execute all documents and agreements which are necessary or appropriate to have the Collateral assigned to the Collateral Agent or its designee. For purposes of taking the actions described in clauses (i) through (xi) of this Section 6.3(b) the Borrower hereby irrevocably appoints the Collateral Agent as its attorney-in-fact (which appointment being coupled with an interest and is irrevocable while any of the Secured Obligations remain unpaid and which can be exercised only if such Event of Default is continuing), with power of substitution, in the name of the Collateral Agent or in the name of the Borrower or otherwise, for the use and benefit of the Collateral Agent, for the benefit of the Secured Parties, but at the cost and expense of the Borrower and, except as permitted by Applicable Law, without notice to the Borrower.

All documented out-of-pocket costs and expenses of the Collateral Agent (including documented and reasonable fees and expenses of attorneys, experts and agents) incurred in connection the foregoing, together with interest thereon at the Post-Default Rate for the Loans from the date of demand of repayment by the Collateral Agent until repaid in full, shall be paid by the Borrower to the Collateral Agent from time to time on demand in accordance with the Priority of Payments and shall constitute and become a part of the Secured Obligations.

Without the prior written consent of a Majority of the Lenders, credit bidding by any Lender (or any other Person) in connection with any foreclosure sale hereunder shall not be permitted.

Notwithstanding any other provision of this Article VI, in connection with the sale of the Collateral following an acceleration of the Secured Obligations, the Collateral Manager (or any of its Affiliates) shall have the right (which right, for avoidance of doubt, shall be irrevocably forfeited if not exercised within the specified timeframe) to purchase all of the Collateral Loans in the Collateral within ten Business Days of its receipt of notice of such acceleration (so long as it has provided notice to the Collateral Agent and the Administrative Agent within two Business Days after receipt of such notice of acceleration of such party's intent to purchase all of the Collateral Loans in the Collateral) by paying to the Collateral Agent in immediately available funds within 8 Business Days after providing such notice, an amount equal to all outstanding Secured Obligations and, without duplication, all unpaid Administrative Expenses. Notwithstanding the foregoing purchase rights, if the Collateral Agent or a Majority of the

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Lenders propose to sell the Collateral or any part thereof in one or more parcels at a public or private sale, the Collateral Manager (or any of its Affiliates or any designated funds or accounts managed by it or any of its Affiliates), the Equity Investors and the Lenders shall have the right to offer bids to acquire all or any portion of the Collateral sold at such sale.

(c) Remedies Cumulative. Each right, power, and remedy of the Agents and the other Secured Parties, or any of them, as provided for in this Agreement or in the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or in the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by the Agents or any other Secured Party of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by such Persons of any or all such other rights, powers, or remedies.

(d) Related Contracts.

(i) The Borrower hereby agrees that, to the extent not expressly prohibited by the terms of the Related Contracts, after the occurrence and during the continuance of an Event of Default, it shall (A) upon the written request of the Administrative Agent or the Collateral Agent (at the direction of a Majority of the Lenders) promptly forward to such Agent all information and notices which it receives under or in connection with the Related Contracts relating to the Collateral, subject to applicable confidentiality requirements, and (B) upon the written request of the Administrative Agent or the Collateral Agent (at the direction of a Majority of the Lenders), act and refrain from acting in respect of any request, act, decision or vote under or in connection with the Related Contracts relating to the Collateral only in accordance with the direction of such Agent; providedthat if the Borrower receives conflicting requests pursuant to this subclause (B), it shall follow whichever request is evidenced to be derived from the direction of a Majority of the Lenders.

(ii) The Borrower agrees that, to the extent the same shall be in the Borrower's possession, it will hold all Related Contracts relating to the Collateral in trust for the Collateral Agent on behalf of the Secured Parties, and upon request of either Agent following the occurrence and during the continuance of an Event of Default or as otherwise provided herein, promptly deliver the same to the Collateral Agent or its designee.

(e) Borrower Remains Liable.

(i) Notwithstanding anything herein to the contrary, (A) the Borrower shall remain liable under the contracts and agreements included in and relating to the Collateral (including the Related Contracts) to the extent set forth therein, and shall perform all of its duties and obligations under such contracts and agreements to the same extent as if this Agreement had not been executed, and (B) the exercise by any Secured Party of any of its rights hereunder shall not release the Borrower from (and shall not impose upon such Secured Party) any of its duties or obligations under any such contracts or agreements included in the Collateral.

(ii) No obligation or liability of the Borrower is intended to be assumed by either Agent or any other Secured Party under or as a result of this Agreement or the other Loan Documents, and the transactions contemplated hereby and thereby, including under any Related Contract or any other agreement or document that relates to Collateral (or to the exercise of any rights or remedies available to any Agent or any other Secured Party hereunder or thereunder) and, to the maximum extent permitted under provisions of law, the Agents and the other Secured Parties expressly disclaim any such assumption.

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(f) Protection of Collateral. The Borrower, or the Collateral Manager on behalf of and at the expense of the Borrower, shall from time to time execute and deliver all such supplements and amendments hereto and file or authorize the filing of all such UCC-1 financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as may be necessary or advisable or desirable to secure the rights and remedies of the Secured Parties hereunder and to:

(i) grant security more effectively on all or any portion of the Collateral;

(ii) maintain, preserve and perfect any grant of security made or to be made by this Agreement including, without limitation, the first priority nature (subject to Permitted Liens) of the lien or carry out more effectively the purposes hereof;

(iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Agreement (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations);

(iv) enforce any of the Collateral or other instruments or property included in the Collateral;

(v) preserve and defend title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the Collateral against the claims of all Persons and parties; and

(vi) pay or cause to be paid any and all material Taxes levied or assessed upon all or any part of the Collateral, except to the extent such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; providedthat any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor.

The Borrower hereby authorizes the Administrative Agent as its agent and attorney in fact to prepare and file any UCC-1 financing statement, continuation statement and all other instruments, and take all other actions, required pursuant to this Section 6.3. Such authorization shall not impose upon the Administrative Agent, or release or diminish, the Borrower's obligations under this Section 6.3. The Borrower further authorizes the Administrative Agent's United States counsel to file any UCC-1 or UCC-3 financing statements that may be required by the Agents in connection with this Agreement and the transactions contemplated hereby.

Section 6.4 Application of Proceeds. Unless and until a Majority of the Lenders have exercised their right to direct the liquidation of the Collateral pursuant to this Article VI, all proceeds received in respect of the Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after a Majority of the Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent (at the direction of the Administrative Agent on behalf of a Majority of the Lenders):

(a) first, to the payment of taxes, registration and filing fees then due owing by the Borrower; second, on a pro rata basis to the payment to the Collateral Agent for all due and unpaid Collateral Agent Fees and all other Administrative Expenses owing to the Collateral Agent, all amounts owing and payable, including Administrative Expenses, hereunder and under the other Loan Documents to the Custodian, the Collateral Custodian, the Collateral Administrator, the Posting Agent and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and third, to the payment

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to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing to the Administrative Agent (including, without limitation, indemnity payments);

(b) to the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of "Administrative Expenses";

(c) to the payment of all other amounts due to the Agents hereunder;

(d) to the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party);

(e) to the payment to the Collateral Manager of all due and unpaid Collateral Management Fees, except to the extent waived by the Collateral Manager in its sole discretion;

(f) first, to the payment to the Lenders hereunder (allocated with respect to principal according to the Principal Allocation Formula, and otherwise on a pro rata basis) of all amounts due which constitute principal and interest (excluding the additional two percent of interest payable at the Post-Default Rate); second, to the payment to the Lenders hereunder (on a pro rata basis) of all interest payable at the Post-Default Rate and all amounts due which constitute Increased Costs and all other amounts on and in respect of all Loans or otherwise due to the Lenders; and third, to the Lenders (on a pro rata basis), all unpaid Commitment Fees;

(g) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above;

(h) to the payment of all amounts due to the Collateral Manager in respect of any Collateral Management Fees (to the extent not paid pursuant to clause (e) above, other than any Collateral Management Fee waived by the Collateral Manager); and

(i) any remainder to the Equity Investors in accordance with the LLC Agreement.

If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (i) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (i) above and ratably or in the order provided within a clause, as applicable, in accordance with the respective amounts owing under any such clause to the extent funds are available therefor.

Section 6.5 Addition of Capital Contributions. The Equity Investors may, but shall have no obligation to, at any time or from time to time, make a capital contribution in Cash or Eligible Investments or an assignment and contribution of a Collateral Loan (valued at such Collateral Loan's Principal Collateralization Amount) to the Borrower for the purpose of (a) curing any Event of Default (but no such contribution shall cure any Event of Default without the consent of a Majority of the Lenders), (b) enabling the acquisition or sale of any Collateral Loan during the Reinvestment Period, (c) satisfying any Eligibility Criteria, Coverage Test or Collateral Quality Test, (d) paying fees and expenses incurred in connection with the structuring, consummation and closing of the transaction contemplated by this Agreement,(e) exercising a warrant or right to acquire securities in the Collateral or (f) prepaying the debt. Unless otherwise directed by the Borrower by prior or contemporaneous written notice to the Collateral

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Manager, the Administrative Agent and the Collateral Agent, all Cash contributed to the Borrower shall be designated and treated as Principal Proceeds (which designation shall be irrevocable).

Article VII
THE AGENTS

Section 7.1 Appointment and Authorization. Each Lender irrevocably appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Agent (and as are applicable to the appointing party) by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. Except as provided herein, only the Agents (and not one or more of the Lenders) shall have the authority to deal directly with the Borrower under this Agreement and each Lender acknowledges that all notices, demands or requests from such Lender to the Borrower must be forwarded to the applicable Agent for delivery to the Borrower. Each Lender acknowledges that, except as provided herein, the Borrower has no obligation to act or refrain from acting on instructions or demands of one or more Lenders absent written instructions from an Agent in accordance with its rights and authority hereunder. No Agents shall be required to take any action which it shall have reasonable grounds for believing exposes such Agent to liability or which is contrary to this Agreement, the Loan Documents or Applicable Law unless such Agent is furnished with an indemnification reasonably satisfactory to such Agent. The Borrower agrees to compensate the Agents for their fees as set forth herein and in any related fee agreement, as applicable, pursuant to the Priority of Payments or as otherwise provided herein.

Section 7.2 Agents and Affiliates. The Agents shall each have the same rights and powers under this Agreement as the Lenders, and may each exercise or refrain from exercising the same as though it were not an Agent, and such Agents and their respective affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as if it were not an Agent hereunder, and the term "Lender" and "Lenders" may include Société Générale, Western Alliance and/or any Affiliate of Société Générale or Western Alliance in its individual capacity. The provisions in this Article VII with respect to the Agents shall apply only to the Agents acting in their capacities as such hereunder and not as Lenders.

Section 7.3 Actions by Agent. The obligations of the Agents hereunder are only those expressly set forth herein. No Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or any other Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any Agent shall be read into this Agreement or any other Loan Document or shall otherwise exist against any Agent. The provisions of this Article VII are solely for the benefit of the Agents and the Lenders (other than Sections 7.1 and 7.8, which are also for the benefit of the Borrower). In performing its functions and duties solely under this Agreement and other Loan Documents, each Agent shall act solely as the agent of the Lenders (other than in respect of maintenance of the Register) and does not assume, nor shall be deemed to have assumed, any obligation or relationship of trust with or for the Lenders. Without limiting the generality of the foregoing, no Agent shall be required to take any action with respect to any Default, except as expressly provided in Article VI.

Section 7.4 Delegation of Duties; Consultation with Experts. Each Agent may execute any of its duties under this Agreement by or through its subsidiaries, affiliates, agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Each Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

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Section 7.5 Limitation of Liability of Agents.

(a) No Agent nor any of its respective affiliates, directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith in the absence of its own gross negligence, bad faith or willful misconduct. No Agent nor any of its respective affiliates, directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any Funding hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower or the Collateral Manager; (iii) the satisfaction of any condition specified in Article III, except in the case of the Administrative Agent receipt of items required to be delivered to such Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the other Loan Documents, the Collateral Loans or any other instrument or writing furnished in connection herewith (including, for the avoidance of doubt, the existence, priority or perfection of the liens and security interests granted hereunder or under any other Loan Document) or (v) whether the Collateral Manager has the authority to provide an instruction hereunder. No Agent shall incur any liability by acting in good faith in reliance upon any notice, direction, consent, certificate, statement, other writing or electronic communication (which may be a bank wire, telex, electronic mail or similar writing) reasonably believed by it in good faith to be genuine or to be signed or sent by the proper party or parties. Without limiting the generality of the foregoing, each of the Collateral Agent, the Collateral Administrator, the Securities Intermediary or the Custodian (including the Collateral Custodian) may rely on any order, direction, request or instruction provided to it by the Administrative Agent, a Majority of the Lenders, the Borrower or the Collateral Manager (on its own behalf or on behalf of the Borrower), without inquiry, as being conclusive evidence of the authority of the Administrative Agent, a Majority of the Lenders, the Borrower or the Collateral Manager to deliver such order, direction, request or instruction. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, in good faith under this Agreement or any other Loan Document or any other document furnished in connection herewith or therewith in accordance with a request of a Majority of the Lenders (or, with respect to the Collateral Agent, the Collateral Administrator, the Securities Intermediary or the Custodian (including the Collateral Custodian), at the direction of the Administrative Agent), a Majority of the Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (or, with respect to the Collateral Agent, Collateral Administrator, Custodian or Securities Intermediary, the Administrative Agent), as applicable. Under no circumstances shall the Agents be deemed liable for any special, indirect, punitive or consequential damages (including lost profits) under or pursuant to this Agreement, its duties or obligations hereunder or arising out of or relating to the subject matter hereof, even if such Agent has been advised of the likelihood of such damages and regardless of the form of action.

(b) The following additional provisions apply with respect to the Agents:

(i) no Agent shall be deemed to have notice or knowledge of the occurrence and continuance of a Collateral Manager Event of Default or an Event of Default until an Administrative Officer of such Agent shall have received written notice (which notice shall refer to this Agreement and state that such notice is a notice of Default, Event of Default or Collateral Manager Event of Default) thereof from the Borrower, the Collateral Manager, the Administrative Agent, a Lender, an Equity Investor or any other Person, as the case may be. For purposes of determining an Agent's responsibility and liability hereunder, whenever ‎reference is made in this Agreement to such an Event of Default, Collateral Manager Event of Default or a Default, such reference shall ‎be construed to refer only to such an Event of Default or Default of which such Agent is deemed ‎to have notice as described in this Section 7.5;

(ii) no provision of this Agreement or the other Loan Documents shall require any Agent to advance, expend or risk its own funds or otherwise incur any financial liability in the

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performance of any of its duties hereunder or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk, expense or liability is not reasonably assured to it; provided, however, that the reasonable and documented costs of performing its ordinary services under this Agreement shall not be deemed a "financial liability" for purposes hereof;

(iii) if, in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, the Collateral Agent may request written instructions from the Administrative Agent (and the Administrative Agent shall request written instructions from a Majority of the Lenders) as to the course of action desired, and the Collateral Agent shall follow such direction and shall be entitled to conclusively rely thereon without any liability therefor (except for such as a result of the Collateral Agent's bad faith, gross negligence or willful misconduct). If the Collateral Agent does not receive such instructions within five Business Days after its request therefor, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action (and shall be fully protected in so acting or refraining from acting). The Collateral Agent shall act in accordance with instructions received after such five Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions;

(iv) the Collateral Agent shall be under no liability for interest on any funds received by it hereunder except to the extent of income or other gain on Eligible Investments which are deposits in or certificates of deposit of Western Alliance or any Affiliate in its commercial capacity and income or other gain actually received (and not subsequently reinvested, withdrawn or distributed) by the Collateral Agent in Eligible Investments;

(v) no Agent shall be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, work stoppages and interruptions, accidents,‎ lockouts, riots, acts of war or terrorism, civil or military disturbances, epidemics, pandemics, applicable governmental regulations ‎superimposed on such Agent after the Closing Date, fire, earthquakes, nuclear or natural catastrophes, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that each Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to maintain or resume performance as soon as reasonably practicable under the circumstances; and

(vi) without prejudice to the Collateral Agent's duties under Article VI or any other provision of any Loan Document, the Collateral Agent shall be under no obligation to take any action to collect from any Obligor any amount payable by such Obligor on the Collateral Loans or any other Collateral under any circumstances, including if payment is refused after due demand.

(c) Each Agent shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth with respect to such Agent in this Agreement, and each Agent shall satisfy those respective duties specifically set forth in this Agreement so long as it acts without gross negligence, bad faith or willful misconduct as determined by a final non-appealable decision by a court of competent jurisdiction. No covenants or obligations shall be implied in this Agreement or the other Loan Documents against any Agent. The grant of any permissive right or power hereunder (without an explicit duty to act) to any Agent shall not be construed to impose a mandatory duty to act.

(d) In no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Borrower to timely provide investment

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instruction to the Collateral Agent in connection with the investment of funds in or from any account set forth herein. Except as otherwise provided in Section 8.2(c) or Section 8.3, in the absence of a Borrower Order or, after an Event of Default, a direction from the Administrative Agent (at the direction of a Majority of the Lenders), all funds in any account held under this Agreement shall be held uninvested.

(e) The Collateral Agent and its Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collateral Agent's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments, and (iii) effecting transactions in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.

(f) Without limiting the generality of any terms of this Section 7.5, the Collateral Agent shall have no liability for any failure, inability or unwillingness on the part of the Lenders or the Equity Investors, the Administrative Agent, the Collateral Manager or the Borrower to provide accurate and complete information on a timely basis to the Collateral Agent, or otherwise on the part of any such party to comply with the terms of this Agreement or the other Loan Documents, and shall have no liability for any inaccuracy or error in the performance or observance on the Collateral Agent's part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof.

(g) In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States, as amended from time to time ("Anti-Money Laundering Laws"), the Collateral Agent, the Custodian, the Collateral Custodian and the Collateral Administrator are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Collateral Agent, the Custodian, the Collateral Custodian and the Collateral Administrator. Accordingly, each of the parties agrees to provide to the Collateral Agent, the Custodian, the Collateral Custodian and the Collateral Administrator upon their request from time to time such identifying information and documentation as may be available for such party in order to enable the Collateral Agent, the Custodian, the Collateral Custodian and the Collateral Administrator to comply with Anti-Money Laundering Laws.

(h) The Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or any other Loan Document at the request or direction of a Majority of the Lenders, a Majority of Lenders or Administrative Agent unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses (including the reasonable fees and expenses of its attorneys and counsel), and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any Loan Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided an indemnity reasonably acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any other Loan Document unless and until directed by a Majority of the Lenders (or the Administrative Agent on their behalf).

(i) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, direction, order, request, consent, entitlement order, approval or other paper, electronic communication or document. The Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted

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by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith or grossly negligent performance or omission of its duties. The Collateral Agent may consult with legal counsel (including, without limitation, counsel for the Borrower or the Administrative Agent or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Collateral Agent shall not be liable for the actions of omissions of the Administrative Agent (including without limitation concerning the application of funds), the Borrower or the Collateral Manager or under any duty to monitor or investigate compliance on the part of the Administrative Agent with the terms or requirements of this Agreement, any Loan Document or any related document, or their duties thereunder. The Collateral Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive hereunder.

(j) The delivery of reports, and other documents and information to the Collateral Agent hereunder or under any other Loan Document is for informational purposes only and the Collateral Agent's receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Loan Documents to which it is a party. Whether or not expressly stated in such Loan Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement.

(k) Except as expressly provided herein or in any other Loan Document, nothing herein shall be construed to impose an obligation on the part of the Collateral Agent to recalculate, evaluate or verify any report, certificate or information received by it from the Borrower, the Collateral Manager, any Lender, any Equity Investor or the Administrative Agent or to otherwise monitor the activities of the Borrower or Collateral Manager.

(l) In the event that the Collateral Agent is also acting in the capacity of Collateral Administrator, paying agent or Western Alliance is also acting in the capacity of Collateral Custodian, Custodian or Securities Intermediary hereunder or under the other Loan Documents, the rights, protections, immunities and indemnities afforded the Collateral Agent pursuant to this Article VII shall also be afforded to Western Alliance, acting in such capacities; providedthat such rights, protections, immunities and indemnities shall be in addition to any rights, protections, immunities and indemnities provided in the Loan Documents or any other documents to which Western Alliance in such capacity is a party.

(m) The Collateral Agent shall not be charged with knowledge or notice of any matter unless actually known to an Administrative Officer of the Collateral Agent responsible for the administration of this Agreement, or unless and to the extent written notice of such matter is received by the Collateral Agent at its address in accordance with Section 12.1.

(n) Without limiting the generality of any terms of this Section 7.5, the Collateral Agent shall have no liability for any failure, inability or unwillingness on the part of the Collateral Manager, the Administrative Agent or the Borrower to provide accurate and complete information on a timely basis to the Collateral Agent, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on the Collateral Agent's part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof.

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(o) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any certificate, report or other document; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral Agent shall examine the same to determine whether it conforms on its face to the requirements hereof. It is expressly acknowledged by the Borrower, the Collateral Manager and the Administrative Agent that application and performance by the Collateral Agent of its various duties hereunder (including, without limitation, recalculations to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance upon, data, information and notice provided to it by the Collateral Manager, the Administrative Agent, the Borrower and/or any related bank agent, obligor or similar party with respect to the Collateral, and the Collateral Agent shall have no responsibility for the accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as it may deem necessary or appropriate). Nothing herein shall impose or imply any duty or obligation on the part of the Collateral Agent to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any issuer of the Collateral is in default or in compliance with the underlying documents governing or securing such securities, from time to time.

(p) Neither the Collateral Agent nor any of its affiliates, directors, officers, shareholders, agents or employees will be liable to the Collateral Manager, Borrower or any other Person, except by reason of acts or omissions by the Collateral Agent constituting willful misconduct, bad faith or gross negligence. The Collateral Agent shall in no event have any liability for the actions or omissions of the Borrower, the Collateral Manager, the Administrative Agent or any other Person, and shall have no liability for any inaccuracy or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete information or data received by it from the Borrower, the Collateral Manager, the Administrative Agent or another Person except to the extent that such untimeliness, inaccuracies or errors are caused by the Collateral Agent's willful misconduct, bad faith or gross negligence. Except as provided in the preceding sentence, the Collateral Agent shall not be liable for failing to perform or delay in performing its specified duties hereunder which results from or is caused by a failure or delay on the part of the Borrower, the Collateral Manager, the Administrative Agent or another Person in furnishing necessary, timely and accurate information to the Collateral Agent.

(q) The Collateral Agent shall not be responsible for the preparation, recordation, depositing or filing of this Agreement or any UCC financing statements (or amendment or continuation statements thereof) or the correctness, sufficiency or effectiveness of any financing statements filed in connection with this Agreement or the validity or perfection of any lien or security interest created pursuant to this Agreement.

(r) The Collateral Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of Term SOFR (or any other applicable index, floating rate, Alternate Base Rate, Federal Funds Rate, or other Applicable Rate), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any material disruption or other event relating to Term SOFR, (ii) to select, determine or designate any Applicable Rate, Alternate Base Rate or other alternate reference rate, or other successor or replacement rate, or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any Applicable Margin or any other spread adjustment or other modifier to any Applicable Rate, Alternate Base Rate or other replacement or successor rate or index, or (iv) to determine whether or what amendments or changes are necessary or advisable, if any, in connection with any of the foregoing, but may, as to such matters, conclusively rely upon notice from the Administrative Agent.

(s) Other than as a result of gross negligence, bad faith or willful misconduct, the Collateral Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement or the other Loan Documents as a result of the unavailability of the Benchmark

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(or any other applicable index, floating rate, Alternate Base Rate, Prime Rate, Federal Funds Rate or other Applicable Rate) and the absence of any Applicable Rate, Alternate Base Rate or other replacement index or floating rate, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties.

(t) The Collateral Agent shall not be under any obligation to (i) confirm or verify whether ‎the conditions to ‎the delivery of Collateral have been satisfied or to determine whether (A) a loan is a ‎Collateral Loan or ‎meets the criteria in the definition thereof or is otherwise eligible for purchase ‎hereunder, (B) an ‎investment is an Eligible Investment or meets the criteria in the definition thereof or ‎is otherwise eligible ‎for purchase hereunder or (ii) evaluate the sufficiency of the documents or ‎instruments delivered to it by ‎or on behalf of the Borrower in connection with the grant by the ‎Borrower to the Collateral Agent of any ‎item constituting the Collateral or otherwise, or in that regard ‎to examine any underlying documents, in ‎order to determine compliance with the applicable ‎requirements of and restrictions on transfer of a ‎Collateral Loan or Eligible Investment‎.‎

(u) In no event shall any Agent have any obligation or duty to ‎determine or otherwise ‎monitor the Borrower's, the Collateral Manager's or the Retention Provider's ‎compliance with any ‎of the Transparency and Reporting Requirements or the credit granting requirements of Article ‎‎9 of the EU Securitisation Regulation, Article 9 of Chapter 2 of the UK PRASR and UK SECN 8 or any ‎other similar laws, rules and regulations or the risk ‎retention or disclosure rules of any other jurisdiction.‎

(v) ‎No Agent shall be liable with respect to any action taken or omitted to be taken ‎by it ‎in good faith in accordance with the direction of the Borrower or the Collateral Manager in ‎accordance ‎with this Agreement and/or a Majority of the Lenders (or such other percentage as may be ‎required by the ‎terms hereof), relating to the time, method and place of conducting any Proceeding for ‎any remedy ‎available to such Agent, or exercising any power conferred upon such Agent, under this ‎Agreement.‎

(w) ‎No Agent shall be liable for the actions or omissions of, or any inaccuracies in the ‎‎records of, the Collateral Manager or the Borrower, and without limiting the foregoing, no Agent shall ‎be ‎under any obligation to monitor, evaluate or verify compliance by the Collateral Manager with the ‎terms ‎hereof or of the Collateral Management Agreement, or to verify or independently determine (x) ‎the ‎authority of the Collateral Manager to provide an instruction hereunder or under any other Loan ‎‎Document or (y) the accuracy of information received by such Agent from the Collateral Manager (or ‎‎from any selling institution, agent bank, trustee or similar source) with respect to the Collateral.‎

(x) ‎To the extent permitted by applicable law, no Agent shall be required to give any ‎bond ‎or surety in respect of the execution of this Agreement or otherwise.‎

(y) ‎Notwithstanding anything to the contrary herein, any and all communications ‎‎(both ‎text and attachments) by or from each Agent that such Agent in its sole discretion deems to contain ‎‎confidential, propriety, and/or sensitive information and sent by electronic mail may, at such Agent's ‎‎option be encrypted. The recipient of the email communication may be required to complete a one-time ‎‎registration process.‎

(z) ‎No Agent shall have an obligation to determine and shall be entitled to ‎conclusively rely on the ‎Collateral Manager with respect to (i) whether or not a Collateral Loan meets the ‎criteria ‎specified in the definition thereof or the eligibility restrictions imposed by this Agreement or ‎‎(ii) ‎the characterization, classification, designation or categorization of each Collateral Loan to ‎the extent ‎such characterization, classification, designation or categorization is subjective or ‎judgmental in nature or ‎based on information not readily available to such Agent.

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Section 7.6 Indemnification. Each Lender shall, ratably in accordance with its Percentage Share, indemnify the Agents, their respective affiliates, directors, officers, agents and employees (to the extent not reimbursed by the Borrower as may be required under this Agreement) against any reasonable and documented cost, expense (including fees of counsel, experts and agents and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct as determined by a final non-appealable decision by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Agreement, the other Loan Documents or any action taken or omitted by such indemnitees hereunder or thereunder, ‎including the costs and expenses of defending themselves against any claim or liability in connection ‎‎with the exercise or performance of any of their powers or duties hereunder and under any other ‎‎agreement or instrument related hereto.

Section 7.7 Credit Decision. Each Lender and each Equity Investor acknowledges that it has, independently and without reliance upon any Agent or any other Lender or other Equity Investor, as applicable, or any of their respective affiliates, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Equity Investor also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or other Equity Investor, as applicable, or their respective affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement or in connection therewith. The Agents shall not have any duty or responsibility to provide any Lender or any Equity Investor with any credit or other information concerning the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower which may come into the possession of the Agents or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates other than in connection with their acting as Agents under this Agreement and the other Loan Documents.

Section 7.8 Successor Agent. An Agent may give notice of its intent to resign at any time by giving at least 30 days' prior written notice thereof to the Lenders, the Borrower, the Collateral Manager and S&P; providedthat any such resignation by an Agent shall not be effective until a successor agent shall have been appointed and approved in accordance with this Section 7.8. Upon receipt of any such notice, a Majority of the Lenders shall have the right to appoint a successor Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by a Majority of the Lenders, shall have been approved by the Borrower, and shall have accepted such appointment, within 30 days after the notice of resignation or removal thereof, then the retiring Agent may (i) petition a court of competent jurisdiction to appoint a successor Agent or (ii) appoint a successor Agent, which such successor Agent, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $200,000,000. Upon the acceptance of its appointment as such Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder, and the successor Agent shall provide written notice of such appointment to the Lenders, the Collateral Manager and S&P. In addition, upon the affirmative vote of a Majority of the Lenders exercising good faith that an Agent has acted with gross negligence or committed an act of willful misconduct or failed to act as required due to gross negligence or willful misconduct in its capacity as agent for the Lenders hereunder, a Majority of the Lenders may remove such Agent upon 30 days' prior written notice; providedthat (i) a Lender hereunder agrees to serve as Agent and (ii) the Borrower has consented to such Lender serving as Agent (which consent shall not be unreasonably withheld or delayed) until a successor Agent shall be appointed pursuant to the terms of this Section 7.8. For the avoidance of doubt, any retiring Agent shall continue to receive the fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement, the other Loan Documents or any applicable fee letter until a successor Agent has been appointed and has agreed to act as an Agent hereunder. After any retiring Agent's

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resignation hereunder as Agent the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent. With respect to any Person (i) into which an Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which an Agent shall be a party, or (iii) with respect to the Collateral Agent, the Custodian (including the Collateral Custodian), the Collateral Administrator that may succeed to the corporate trust business and assets of such entity substantially as a whole, shall be the successor to such Agent, in all of its capacities under this Agreement and under all other Loan Documents without further act of any of the parties to this Agreement.

Section 7.9 Execution of Account Control Agreement. Concurrently herewith, the Administrative Agent directs the Collateral Agent and the Collateral Agent is authorized to enter into the Account Control Agreement and any other related agreements in the form delivered to the Collateral Agent. For the avoidance of doubt, all of the Collateral Agent's rights, obligations, representations, protections and immunities provided herein shall apply to the Collateral Agent for any actions taken or omitted to be taken under the Account Control Agreement and any other related agreements in such capacity.

Section 7.10 Erroneous Payments.

(a) Each Lender hereby agrees that (i) if the Administrative Agent, the Collateral Custodian or the Collateral Agent notifies such Lender that the Administrative Agent, the Collateral Custodian or the Collateral Agent, as applicable, has determined in its sole discretion that any funds received by such Lender from a Secured Party or any of its respective Affiliates (a "Payment Recipient") were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an "Erroneous Payment") and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event later than seven Business Days thereafter, return to the Administrative Agent, the Collateral Custodian or the Collateral Agent, as applicable, the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent, the Collateral Custodian or the Collateral Agent, as applicable, in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent, the Collateral Custodian or the Collateral Agent, as applicable, in accordance with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent, the Collateral Custodian or the Collateral Agent, as applicable, for the return of any Erroneous Payments received, including without limitation waiver of any defense based on "discharge for value" or any similar doctrine. A notice of the Administrative Agent, the Collateral Custodian or the Collateral Agent to any Lender under this clause (a)shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from the Administrative Agent, the Collateral Custodian or the Collateral Agent, as applicable (or any of their respective Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent, the Custodian or the Collateral Agent, as applicable (or any of their respective Affiliates) with respect to such Erroneous Payment (an "Erroneous Payment Notice"), (y) that was not preceded or accompanied by an Erroneous Payment Notice, or (z) that such Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, (i) (A) in the case of immediately preceding clauses (x)or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately

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preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and (ii) such Lender, or the Administrative Agent, the Collateral Custodian or the Collateral Agent shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent, the Collateral Agent or the Collateral Custodian of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent, the Collateral Agent or the Collateral Custodian pursuant to this Section 7.10.

(c) Each Lender and Secured Party hereby authorizes the Administrative Agent, the Collateral Agent or the Collateral Custodian to set off, net and apply any and all amounts at any time owing to such Lender or Secured Party under any Loan Document, or otherwise payable or distributable Collateral Agent or the Collateral Custodian to such Lender or Secured Party from any source, against any amount due to the Administrative Agent, the Collateral Agent or the Collateral Custodian under immediately preceding clause (a)or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent, the Collateral Agent or the Collateral Custodian for any reason, after demand therefor by the Administrative Agent, the Collateral Agent or the Collateral Custodian in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an "Erroneous Payment Return Deficiency"), upon the Administrative Agent's, the Collateral Agent's or the Collateral Custodian's notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the "Erroneous Payment Impacted Class") in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent, the Collateral Custodian or the Collateral Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the "Erroneous Payment Deficiency Assignment") at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent, the Collateral Custodian or the Collateral Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Loan Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent, the Custodian or the Collateral Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent, the Collateral Custodian or the Collateral Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent, the Collateral Custodian or the Collateral Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent, the Collateral Custodian or the Collateral Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment in accordance with Section 10.1, and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent, the Collateral Custodian or the Collateral Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent, the Collateral Custodian or the Collateral Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective

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of whether the Administrative Agent, the Collateral Custodian or the Collateral Agent may be equitably subrogated, the Administrative Agent, the Custodian or the Collateral Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the "Erroneous Payment Subrogation Rights").

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent, the Collateral Custodian or Collateral Agent from the Borrower or any other party for the purpose of making such Erroneous Payment or otherwise paid from any Collections or other Collateral.

(f) TotheextentpermittedbyApplicableLaw,noPaymentRecipient shallassertanyrightorclaimtoanErroneousPayment,andherebywaives,andis deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent, the Collateral Custodian or the Collateral Agent for thereturnofanyErroneousPaymentreceived,includingwithoutlimitationwaiver of any defense based on "discharge for value" or any similardoctrine.

(g) Each party's obligations under this Section 7.10shall survive the resignation or replacement of the Administrative Agent, the Collateral Custodian or the Collateral Agent, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Article VIII
ACCOUNTS AND COLLATERAL

Section 8.1 Collection of Money.

(a) Except as otherwise expressly provided herein, the Collateral Agent may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all Money and other property payable to or receivable by the Collateral Agent pursuant to this Agreement (other than amounts specifically required herein to be paid to the Administrative Agent), including, but not limited to, all payments or any other amounts due on the Collateral Loans and Eligible Investments, in accordance with the terms and conditions of such Collateral Loans and Eligible Investments. The Collateral Agent shall segregate and hold all such Money and property received by it for the benefit of the Lenders and shall apply it as provided in this Agreement.

(b) All payments on the Collateral Loans and other Collateral shall be made directly to the Custodian on behalf of the Collateral Agent (at a bank in the United States), will be held in the Collection Account, and will be divided into Interest Proceeds (including Fee Proceeds) and Principal Proceeds. Such amounts shall be applied in accordance with the Priority of Payments and the terms of this Agreement.

(c) The Borrower will provide the Collateral Agent, the Collateral Administrator and the Custodian with a copy of each agreement under which the Borrower sells a participation interest in any Collateral Loan pursuant to Section 10.1(b) or sells all or any part of a Collateral Loan by assignment pursuant to Section 10.1. Upon receipt of written certification by the Borrower (which may take the form of standing instructions with respect to a specified portion of all payments received on designated Collateral Loans) (a copy of which shall be delivered to the Collateral Custodian) to the effect that specified amounts

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received by the Collateral Agent from an Obligor do not constitute Collections subject to this Agreement but are required by the terms of such a participation or assignment agreement to be paid by the Borrower to the purchaser of a participation interest sold by the Borrower or assignee of the Borrower, as the case may be, the Collateral Agent will disburse such amounts, as directed in such certificate. The Collateral Agent shall make such disbursements in accordance with such directions and shall have no ‎obligation to monitor or verify the terms of any such arrangement.

(d) The parties to the transactions contemplated by this Agreement intend that (i) ‎each of the Covered Accounts shall be "securities accounts" (as defined in Section 8-501(a) of the UCC) ‎of the Borrower subject to the lien of the Collateral Agent for the benefit of the Secured Parties and (ii) all ‎Cash deposited in the Covered Accounts shall be capable of being invested at the written direction of the ‎Borrower; provided that the Borrower shall only direct the investment of available Cash in Eligible ‎Investments or Collateral Loans in accordance with the terms of this Agreement‎. The Custodian shall comply with entitlement orders originated by the Collateral Agent without the further consent of any other person or entity. Without limiting the generality of the foregoing, if the Collateral Agent notifies the Custodian that the Collateral Agent shall exercise exclusive control over the Covered Accounts, the Custodian shall cease complying with entitlement orders or other directions relating to the Covered Accounts (or any financial assets or other funds or property credited to or held, deposited, or carried in the Covered Accounts) originated by the Borrower or any other Person or entity other than the Collateral Agent. For the avoidance of doubt, the Collateral Agent shall not seek to exercise exclusive control over the Covered Accounts at any time prior to the occurrence and continuance of an Event of Default. The immediately preceding sentence is an agreement as between the Collateral Agent and the Borrower alone and does not constitute an agreement of the Custodian.

(e) The Custodian hereby agrees, with the Collateral Agent that (i) each of the Covered Accounts shall be "securities accounts" ‎(as defined in Section 8-501(a) of the UCC) of the Borrower subject to the lien of the Collateral Agent for ‎the benefit of the Secured Parties, (ii) all Cash deposited in the Covered Accounts shall be capable of ‎being invested at the direction of the Borrower; provided that the Borrower shall only direct the ‎investment of available Cash in Eligible Investments or Collateral Loans in accordance with the terms of ‎this Agreement, (iii) all ‎property credited to the Covered Accounts shall be treated as a "financial asset" for purposes of the UCC, (iv) the Custodian shall treat the Collateral Agent as entitled to exercise the rights that comprise each financial asset credited to the Covered Accounts subject to the rights of the Borrower specified herein, (v) the Custodian shall not agree with any person or entity other than the Collateral Agent to comply with entitlement orders originated by any person or entity other than the Collateral Agent, (vi) the Covered Accounts and all property credited to the Covered Accounts shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of the Custodian except for the right to debit for any item returned by reason of non-sufficient funds and Permitted Liens, (vii) the State of New York shall be the securities intermediary's jurisdiction of the Custodian for purposes of the UCC and, for purposes of the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an intermediary, New York shall govern the issues specified in Article 2(1) thereof, and New York shall be deemed to be the Custodian’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the securities intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) with respect to each Covered Account, and (viii) any agreement between the Custodian and the Collateral Agent with respect to the Covered Accounts shall be governed by the laws of the State of New York. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations (collectively, "Loan Assets") may be acquired and delivered by the Borrower to the Securities Intermediary or Custodian from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Custodian (with a copy to the Securities Intermediary) of a facsimile or emailed copy of an assignment agreement ("Loan Assignment Agreement") in favor of the Borrower as assignee, (b) any such Loan Assignment

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Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Borrower, and (c) any duty on the part of the Securities Intermediary or Custodian with respect to such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Securities Intermediary or Custodian in the custody of any such Loan Assignment Agreement that may be delivered to it; providedthat the Custodian shall maintain such Loan Assets delivered to it as required by this Agreement; provided, further, the Securities Intermediary and the Custodian shall be deemed to have exercised reasonable care with respect to the custody, safekeeping and physical preservation of the Loan Assets in its possession, under Section 9-207 of the UCC or otherwise, to the extent of any action taken at the direction of the Administrative Agent with respect to the Loan Assets. It is acknowledged and agreed that neither the Securities Intermediary nor the Custodian nor the Collateral Agent nor the Collateral Administrator is under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the Borrower's title to any related Loan Asset.

(f) Each Covered Account shall be established by the Securities Intermediary and all assets ‎credited to each ‎‎Covered Account shall be deposited with an Eligible Institution; providedthat if such ‎institution's ‎rating ‎falls below any such rating threshold, the assets held in such account shall be moved ‎within 30 ‎calendar ‎days to another institution that satisfies the definition of Eligible Institution; ‎provided further‎that, for ‎the avoidance of doubt, Western Alliance, in its capacities as ‎Securities ‎‎Intermediary and Custodian under the Account Control Agreement, need not satisfy the definition of ‎Eligible ‎‎Institution so long as all funds credited to the Covered Accounts are deposited with and held by ‎an ‎‎Eligible Institution.‎

Notwithstanding anything to the contrary herein, any Borrower Order or direction ‎received by ‎the Collateral Agent or the Custodian from the Borrower or the Collateral Manager (on behalf ‎‎of the Borrower) with respect to any payment, withdrawal, transfer or investment of funds from ‎the ‎Covered Accounts under this Article VIII shall be deemed to constitute a certification that ‎any conditions ‎with respect to such payment, withdrawal, transfer or investment have been ‎satisfied.

Section 8.2 Collection Account.

(a) The Collateral Agent shall, on or prior to the Closing Date, establish with the Securities Intermediary (x) a single, segregated non-interest bearing account in the name SLP 2 MM CLO WH 2, LLC Principal Collection Account, subject to the lien of the Collateral Agent for the benefit of the Secured Parties, which shall be designated as the "Principal Collection Account" and (z) a single, segregated non-interest bearing account in the name SLP 2 MM CLO WH 2, LLC Interest Collection Account, subject to the lien of the Collateral Agent for the benefit of the Secured Parties, which shall be designated as the "Interest Collection Account", each of which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The Interest Collection Account and the "Principal Collection Account" collectively will comprise the "Collection Account" for all purposes of this Agreement and the Account Control Agreement. Such account shall be held for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower's right to give instructions specified herein, and the sole right of withdrawal, into which the Collateral Agent shall from time to time deposit (i) any amount received under any Interest Hedge Agreement, (ii) all proceeds received from the disposition of any Collateral (unless, during the Reinvestment Period, simultaneously reinvested in Collateral Loans, subject to Article X, or in Eligible Investments or to prepay the Loans in accordance with Section 2.7) and (iii) all Interest Proceeds (including all Fee Proceeds) and all Principal Proceeds. All Moneys deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Collateral Agent as part of the Collateral and shall be applied for the purposes herein provided. The assets credited to the Collection Account shall remain at all times with an Eligible Institution. In the event

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that the account bank at which the Collection Account is maintained (or the institution where the asset credited to the Collection Account are held) ceases to be an Eligible Institution, or the account bank with respect to the Collection Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Collection Account to an Eligible Institution (with the consent of the Administrative Agent) and cause the successor account bank to enter into a control agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Collection Account shall be in accordance with the provisions of Sections 6.4, 8.2 and 9.1. .

(b) All Distributions and any net proceeds from the sale or disposition of Pledged Collateral or any Interest Hedge Agreement or other collateral received by the Collateral Agent shall, subject to the parenthetical in Section 8.2(a)(ii), be immediately deposited into the Collection Account. Subject to Sections 8.2(d) and 8.2(e), all such property, together with any investments in which funds included in such property are or will be invested or reinvested during the term of this Agreement, and any income or other gain realized from such investments, shall be held by the Collateral Agent in the applicable Collection Account as part of the Collateral subject to disbursement and withdrawal as provided in this Section 8.2, (i) so long as no Event of Default has occurred and is continuing, by Borrower Order delivered to the Collateral Agent (with a copy to the Collateral Administrator) (which may be in the form of standing instructions), the Borrower shall and (ii) after the occurrence and during the continuation of an Event of Default, the Administrative Agent (at the direction of a Majority of the Lenders) shall direct the Collateral Agent to, and, upon receipt of such Borrower Order or direction from the Administrative Agent, as applicable, the Collateral Agent shall, invest all funds received into the Interest Collection Account and the Principal Collection Account during a Due Period, and amounts received in prior Due Periods and retained in the Collection Account, as so directed in Eligible Investments having stated maturities no later than the second Business Day immediately preceding the next Quarterly Payment Date (providedthat Eligible Investments issued by the Collateral Agent in its capacity as a banking institution may mature on such Quarterly Payment Date). The Borrower and the Administrative Agent each agrees that it shall not give any instruction to invest such funds other than as permitted by this Agreement and the EU/UK Retention Letter. So long as no Event of Default has occurred and is continuing, the Collateral Agent, within one Business Day after receipt of any Distribution or other proceeds which are not Cash, shall so notify the Borrower and the Borrower shall, within six months of receipt of such notice from the Collateral Agent, sell such Distribution or other proceeds for Cash (at a price equal to fair market value as reasonably determined by the Collateral Manager in accordance with the Servicing Standard) to any Person (including an Affiliate of the Borrower) and deposit the proceeds thereof in the Collection Account for investment pursuant to this Section 8.2; providedthat the Borrower need not sell such Distributions or other proceeds if it delivers a certificate of an Authorized Officer to the Administrative Agent certifying that such Distributions or other proceeds constitute Collateral Loans or Eligible Investments or securities subject to transfer restrictions that do not permit such sale.

(c) If the Borrower or the Administrative Agent shall not have given any investment directions pursuant to Section 8.2(b), all such funds shall remain uninvested until investment direction is provided in writing to the Collateral Agent by the Borrower (or during the occurrence and continuation of an Event of Default, by the Administrative Agent). The Borrower and the Administrative Agent each hereby agrees that it shall not give any instruction to invest such funds other than as permitted by this Agreement and the EU/UK Retention Letter. The Administrative Agent agrees that it shall not give any instruction to invest such funds other than as permitted by this Agreement and the EU/UK Retention Letter. All interest and other income from such investments shall be deposited in the Collection Account, any gain realized from such investments shall be credited to the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account. Funds in the General Collection Accounts shall remain uninvested.

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(d) During the Reinvestment Period, the Borrower may by Borrower Order delivered to the Collateral Agent (with a copy to the Collateral Administrator) direct the Collateral Agent to, and upon receipt of such Borrower Order the Collateral Agent shall, (i) withdraw funds on deposit in the Collection Account representing Principal Proceeds and reinvest such funds in Collateral Loans as permitted under and in accordance with the requirements of Article X and such Borrower Order, (ii) apply Principal Proceeds to make a prepayment of the Loans in accordance with Section 2.7 so long as on the date of such prepayment no Commitment Shortfall results therefrom and (iii) transfer Principal Proceeds to the Future Funding Reserve Account so long as on the date of such transfer and after giving effect thereto the amount standing to the credit of the Future Funding Reserve Account shall not exceed the aggregate Exposure Amount.

(e) After the Reinvestment Period, the Borrower may by Borrower Order delivered to the Collateral Agent (with a copy to the Collateral Administrator) direct the Collateral Agent to, and upon receipt of such Borrower Order the Collateral Agent shall apply Principal Proceeds received by the Borrower (before or after the end of the Reinvestment Period) towards (A) the acquisition or origination of Collateral Loans, (B) the payment or funding of Exposure Amounts or (C) the funding of the Future Funding Reserve Account on any Business Day (in an amount not exceeding the aggregate Exposure Amount), in each case pursuant to commitments entered into by the Borrower prior to the end of the Reinvestment Period.

(f) By Borrower Order delivered to the Collateral Agent (with a copy to the Collateral Administrator), the Borrower may at any time direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, pay from time to time on dates other than Quarterly Payment Dates from Interest Proceeds on deposit in the Collection Account, Administrative Expenses in the order of priority set forth in the definition thereof; providedthat the aggregate amount of Administrative Expenses paid in any Due Period (excluding Administrative Expenses paid on Quarterly Payment Dates pursuant to the Priority of Payments) shall not exceed the Retained Expense Amount determined on the immediately prior Quarterly Payment Date plus, without duplication, the Quarterly Cap applicable on the next Quarterly Payment Date.

(g) The Collateral Agent shall transfer to the Payment Account for application pursuant to Section 9.1(a), on or about the Business Day (but in no event more than two Business Days) prior to each Quarterly Payment Date, any amounts then held in the Collection Account other than proceeds received after the end of the Due Period with respect to such Quarterly Payment Date.

(h) The Collateral Agent agrees to give the Borrower, the Collateral Manager and the Lenders prompt notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Collection Account or any funds on deposit therein, or otherwise to the credit of the Collection Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process.

(i) At any time and from time to time the Borrower, or the Collateral Manager on the Borrower's behalf, may deposit (including for purposes of satisfying the Senior Overcollateralization Ratio Test) into the Collection Account funds not previously subject to the Lien of the Collateral Agent (for the benefit of the Secured Parties) granted under this Agreement; providedthat (i) all such funds are to be treated as Principal Proceeds or Interest Proceeds as designated by the Borrower and (ii) upon the deposit of such funds into the Collection Account, such funds shall automatically be subject to the Lien of the Collateral Agent (for the benefit of the Secured Parties) granted under this Agreement. Any such deposit shall be irrevocable.

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(j) The Collateral Agent may from time to time establish by the Securities Intermediary in the name of the Borrower, subject to the lien of the Collateral Agent for the benefit of the Secured Parties, any additional subaccounts deemed necessary by the Collateral Agent or the Collateral Manager (on behalf of the Borrower) for convenience of administering the Covered Accounts and the Collateral.

Section 8.3 Payment Account; Future Funding Reserve Account; Lender Collateral Account; Interest Reserve Account.

(a) Payment Account. The Collateral Agent shall, on or prior to the Closing Date, establish with the Securities Intermediary a single, segregated non-interest bearing account in the name SLP 2 MM CLO WH 2, LLC Payment Account, subject to the lien of the Collateral Agent for the benefit of the Secured Parties, which shall be designated as the "Payment Account" and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held for the benefit of the Secured Parties and the Collateral Agent shall have exclusive control over such account, subject to the Borrower's right to give instructions specified herein, and the sole right of withdrawal. Any and all funds at any time on deposit in, or otherwise to the credit of, the Payment Account shall be held by the Collateral Agent for the benefit of the Secured Parties. Except as provided in Sections 6.4 and 9.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on the Loans and the principal of the Loans and the Membership Interests in accordance with their terms and the provisions of this Agreement and, upon Borrower Order or in accordance with the Quarterly Payment Date Report, to pay fees, Administrative Agent Fees, Collateral Agent Fees, Administrative Expenses, Commitment Fees, Increased Costs and other amounts specified therein, each in accordance with (and subject to the limitations contained in) the Priority of Payments. For the avoidance of doubt, each Quarterly Payment Date Report shall constitute instructions to the Collateral Agent to withdraw on the related Quarterly Payment Date from the Payment Account and pay or transfer the amounts set forth in such report in the manner specified, and in accordance with the Priority of Payments. The Collateral Agent agrees to give the Borrower, the Collateral Manager and the Lenders immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Payment Account or any funds on deposit therein, or otherwise to the credit of the Payment Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Payment Account other than in accordance with the Priority of Payments. The assets credited to the Payment Account shall remain at all times with an Eligible Institution, and the amounts therein shall remain uninvested. In the event that the account bank at which the Payment Account is maintained (or the institution where the asset credited to the Payment Account are held) ceases to be an Eligible Institution, or the account bank with respect to the Payment Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Payment Account to an Eligible Institution (with the consent of the Administrative Agent) and cause the successor account bank to enter into a control agreement.

(b) Future Funding Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish with the Securities Intermediary a single, segregated non-interest bearing account in the name SLP 2 MM CLO WH 2, LLC Future Funding Reserve Account, subject to the lien of the Collateral Agent for the benefit of the Secured Parties, which shall be designated as the "Future Funding Reserve Account" and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be held for the benefit of the Secured Parties and amounts shall be deposited from time to time in such account in accordance with Articles VIII and IX. At all times, amounts on deposit in the Future Funding Reserve Account shall equal the aggregate Exposure Amount, and the Collateral Agent shall maintain on deposit at all times in the Future Funding Reserve Account, the aggregate Exposure Amount (as identified by the Borrower, or the Collateral Manager on behalf of the Borrower).

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By Borrower Order delivered to the Collateral Agent (with a copy to the Collateral Administrator) (which may be in the form of standing instructions), the Borrower may, so long as no Event of Default has occurred and is continuing, direct the Collateral Agent to, and, upon receipt of such Borrower Order, the Collateral Agent shall, invest all funds received into the Future Funding Reserve Account as so directed solely in overnight funds that are Eligible Investments. If the Collateral Agent does not receive written instructions from the Borrower, all such funds shall remain uninvested until investment direction is provided in writing to the Collateral Agent by the Borrower (or during the occurrence and continuation of an Event of Default, by the Administrative Agent). The only permitted withdrawals from or applications of funds on deposit in, or otherwise to the credit of, the Future Funding Reserve Account shall be at the direction of the Borrower or the Collateral Manager (on behalf of the Borrower) (i) to fund or pay Exposure Amounts, (ii) at the election of the Borrower during the Reinvestment Period, to be applied as Principal Proceeds for use as is provided in this Agreement (including, without limitation, as provided in Section 9.1(a)(ii)) and (iii) after the Reinvestment Period, to the extent of any Excess Reserve Amount, to be applied as Principal Proceeds in accordance with Section 9.1(a)(ii). Notwithstanding the foregoing, the amount of all funds on deposit in the Future Funding Reserve Account on any date that exceeds the aggregate Exposure Amount on such date shall, at the direction of the Borrower or the Collateral Manager (on behalf of the Borrower), be transferred to the Collection Account on such date and applied as Principal Proceeds. For the avoidance of doubt, any amounts transferred from the Future Funding Reserve Account for application as Principal Proceeds as provided above shall be further invested in Collateral Loans (to the extent expressly permitted by the other provisions in this Agreement) or applied as Principal Proceeds in accordance with Section 9.1(a)(ii), in each case as expressly provided in this Agreement. The Collateral Agent agrees to give the Borrower and the Collateral Manager immediate notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Future Funding Reserve Account or any funds on deposit therein, or otherwise to the credit of the Future Funding Reserve Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The assets credited to the Future Funding Reserve Account shall remain at all times with an Eligible Institution. In the event that the account bank at which the Future Funding Reserve Account is maintained (or the institution where the asset credited to the Future Funding Reserve Account are held) ceases to be an Eligible Institution, or the account bank with respect to the Future Funding Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Future Funding Reserve Account to an Eligible Institution (with the consent of the Administrative Agent) and cause the successor account bank to enter into a control agreement. Any interest earned on Eligible Investments held in the Future Funding Reserve Account shall be applied as Interest Proceeds.

(c) Lender Collateral Account.

(i) The Collateral Agent shall, on or prior to the Closing Date, establish with the Securities Intermediary a single, segregated non-interest bearing account in the name SLP 2 MM CLO WH 2, LLC Lender Collateral Account, subject to the lien of the Collateral Agent for the benefit of the Secured Parties, which shall be designated as the "Lender Collateral Account" and which shall be governed solely by the terms of this Agreement and the Account Control Agreement and maintained by the Securities Intermediary in accordance with the Account Control Agreement for the benefit of the Secured Parties. The Collateral Agent shall have exclusive control over such account (and each subaccount thereof) and the sole right of withdrawal. The Lender Collateral Account may contain any number of subaccounts for the purposes described in this Section 8.3(c). The only permitted deposits to or withdrawals from the Lender Collateral Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Lender Collateral Account (or any subaccount thereof).

(ii) If any Revolving Lender shall at any time be required to deposit any amount in the Lender Collateral Account in accordance with Section 11.5(b)(i), then (x) the Collateral Agent shall

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create a segregated subaccount of the Lender Collateral Account with respect to such Revolving Lender (the "Lender Collateral Subaccount" of such Revolving Lender) and (y) the Collateral Agent shall deposit all funds received from such Revolving Lender into such Lender Collateral Subaccount. The only permitted withdrawal from or application of funds credited to a Lender Collateral Subaccount shall be as specified in this Section 8.3(c).

(iii) With respect to any Revolving Lender, the deposit of any funds in the applicable Lender Collateral Subaccount by such Revolving Lender shall not constitute a Funding by the Borrower and shall not constitute a utilization of the Commitment of such Revolving Lender, and the funds so deposited shall not constitute principal outstanding under the Revolving Loans. However, from and after the establishment of a Lender Collateral Subaccount, the obligation of such Revolving Lender to make Revolving Loans as part of any Funding under this Agreement shall be satisfied by the Collateral Agent (at the instruction of the Administrative Agent) withdrawing funds from such Lender Collateral Subaccount in the amount of such Revolving Lender's Percentage Share of such Funding. All payments of principal from the Borrower with respect to Revolving Loans made by such Revolving Lender (whether or not originally funded from such Lender Collateral Subaccount) shall be made by depositing the related funds into such Lender Collateral Subaccount and all other payments from the Borrower (including without limitation all interest and Commitment Fees) shall be made to such Revolving Lender in accordance with the order specified in the Priority of Payments. The Collateral Agent shall have full power and authority to withdraw funds from each such Lender Collateral Subaccount at the time of, and in connection with, the making of any such Funding and to deposit funds into each such Lender Collateral Subaccount, all in accordance with the terms of and for the purposes set forth in this Agreement.

(iv) Notwithstanding anything to the contrary herein, if on any Quarterly Payment Date (or on any other Business Day upon one Business Day's prior written request from such Revolving Lender) the sum of the amount of funds on deposit in the Lender Collateral Subaccount exceeds such Lender's Undrawn Commitment at such time (whether due to a reduction in the aggregate amount of the Commitments or otherwise), then the Collateral Agent (at the instruction of the Administrative Agent) shall remit to such Revolving Lender a portion of the funds then held in the related Lender Collateral Subaccount in an aggregate amount equal to such excess. Upon the termination of the Commitments (including following the occurrence of an Event of Default), the Collateral Agent shall promptly (and no later than one Business Day after such termination) remit to such Revolving Lender all of the funds then held in its related Lender Collateral Subaccount and shall terminate such account.

(v) Except as otherwise provided in this Agreement, for so long as any amounts are on deposit in any Lender Collateral Subaccount, the Collateral Agent shall invest and reinvest such funds Eligible Investments as directed in writing by the Borrower; providedthat (A) such account satisfies the Eligible Investment Required Ratings and (B) if such account does not satisfy the Eligible Investment Required Ratings. Interest received on such Eligible Investments shall be retained in such Lender Collateral Subaccount and invested and reinvested as aforesaid; provided, further, that in the absence of any such investment direction, all such funds shall remain uninvested until investment direction is provided in writing to the Collateral Agent by the Borrower (or during the occurrence and continuation of an Event of Default, by the Administrative Agent). Any gain realized from such investments shall be credited to such Lender Collateral Subaccount and any loss resulting from such investments shall be charged to such Lender Collateral Subaccount. Neither the Borrower nor the Collateral Agent shall in any way be held liable by reason of any insufficiency of such Lender Collateral Subaccount resulting from any loss relating to any such investment.

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(vi) The assets credited to the Lender Collateral Account shall remain at all times with an Eligible Institution. In the event that the account bank at which the Lender Collateral Account is maintained (or the institution where the asset credited to the Lender Collateral Account are held) ceases to be an Eligible Institution, or the Eligible Institution with respect to the Lender Collateral Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Lender Collateral Account to an Eligible Institution (with the consent of the Administrative Agent) and cause the successor account bank to enter into a control agreement.

(d) [Reserved].

(e) Interest Reserve Account. The Collateral Agent shall, on or prior to the Closing Date, establish with the Securities Intermediary a single, segregated account in the name "SLP 2 MM CLO WH 2, LLC Interest Reserve Account, subject to the lien of the Collateral Agent for the benefit of the Secured Parties", which shall be designated as the "Interest Reserve Account" and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. The only permitted deposits to or withdrawals from the Interest Reserve Account shall be in accordance with the provisions of this Agreement. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Reserve Account other than in accordance with this Agreement and the Priority of Payments. On or prior to the Initial Funding Date, the Borrower shall deposit $0 into the Interest Reserve Account. Amounts on deposit in the Interest Reserve Account will be invested in Eligible Investments selected by the Collateral Manager, and earnings from all such investments will be deposited in the Collection Account as Interest Proceeds. If the Collateral Manager does not select an Eligible Investment, all such funds shall remain uninvested until investment direction is provided in writing by the Collateral Manager (or during the occurrence and continuation of an Event of Default, by the Administrative Agent) to the Collateral Agent. On each Quarterly Payment Date while the Interest Reserve Account is open, funds in the Interest Reserve Account as of the related Calculation Date will be applied as Interest Proceeds on such Quarterly Payment Date in accordance with the Priority of Payments, but solely to the extent that other Interest Proceeds are not available to satisfy all amounts described in Section 9.1(a)(i)(A) through (K). On or after the one-year anniversary of the Closing Date, the Collateral Manager may direct that the Interest Reserve Account be closed, and any proceeds therein shall be transferred to the Collection Account and applied as Interest Proceeds. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Interest Reserve Account shall be in accordance with the provisions of this Section 8.3(e). The assets credited to the Interest Reserve Account shall remain at all times with an Eligible Institution. In the event that the account bank at which the Interest Reserve Account is maintained (or the institution where the asset credited to the Interest Reserve Account are held) ceases to be an Eligible Institution, or the account bank with respect to the Interest Reserve Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Interest Reserve Account to an Eligible Institution (with the consent of the Administrative Agent) and cause the successor account bank to enter into a control agreement.

Section 8.4 Custodial Account.

(a) The Collateral Agent shall, on or prior to the Closing Date, establish with the Securities Intermediary a single, segregated non-interest bearing account in the name SLP 2 MM CLO WH 2, LLC Custodial Account, subject to the lien of the Collateral Agent for the benefit of the Secured Parties, which shall be designated as the "Custodial Account" and which shall be governed solely by the terms of this Agreement and the Account Control Agreement. Such account shall be maintained by the Securities Intermediary pursuant to the terms of the Account Control Agreement and over which the Collateral Agent shall have exclusive control, subject to the Borrower's right to give instructions specified herein, and the sole right of withdrawal. Any and all assets or securities at any time on deposit in, or otherwise to the credit

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of, the Custodial Account shall be held by the Custodian on behalf of and for the benefit for the Collateral Agent for the benefit of the Secured Parties. Except in connection with a liquidation pursuant to Article VI, the only permitted withdrawal from the Custodial Account or in, or otherwise to the credit of, the Custodial Account shall be as directed, upon Borrower Order, in accordance with the provisions of Sections 8.6 and 8.7. The Collateral Agent agrees to give the Borrower, the Collateral Manager and the Lenders prompt notice if an Administrative Officer of the Collateral Agent obtains actual knowledge of or receives written notice that the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, has become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The assets credited to the Custodial Account shall remain at all times with an Eligible Institution and shall remain uninvested. In the event that the account bank at which the Custodial Account is maintained (or the institution where the asset credited to the Custodial Account are held) ceases to be an Eligible Institution, or the account bank with respect to the Custodial Account gives notice that it is terminating the Account Control Agreement, then Borrower shall, within 60 days of such occurrence, move the Custodial Account to an Eligible Institution (with the consent of the Administrative Agent) and cause the successor account bank to enter into a control agreement.

The Collateral Agent is hereby directed to appoint Western Alliance as custodian (the "Custodian") to act as a custodian and as securities intermediary (in such capacity, the "Securities Intermediary") for purposes of this Agreement and the other Loan Documents. Any successor custodian shall be a state or national bank or trust company which (i) is not an Affiliate of the Borrower, (ii) has a combined capital and surplus of at least U.S.$200,000,000, (iii) has a rating of at least "BBB+" by S&P and (iv) is a securities intermediary. The rights, protections, immunities and indemnities afforded to the Collateral Agent under this Agreement shall also be afforded to the Custodian and the Securities Intermediary.

(b) Except as otherwise provided in Sections 8.6 and 8.7, all right, title and interest of the Borrower in and to the Custodial Account, all related property, and all proceeds thereof shall be subject to the security interest of the Collateral Agent hereunder.

(c) With respect to securities (including without limitation debt and equity securities, bonds, money market funds and mutual funds) issued in the United States, the Shareholders Communications Act of 1985 (the "Act") requires the Custodian to disclose to the issuers of such securities, upon their request, the name, address and securities position of its customers who are (a) the "beneficial owners" (as defined in the Act) of such issuer's securities, if the beneficial owner does not object to such disclosure, or (b) acting as a "respondent bank" (as defined in the Act) with respect to such securities. (Under the Act, "respondent banks" do not have the option of objecting to such disclosure upon the issuers' request.) The Act defines a "beneficial owner" as any person who has, or shares, the power to vote a security (pursuant to an agreement or otherwise), or who directs the voting of a security. The Act defines a "respondent bank" as any bank, association or other entity that exercises fiduciary powers which holds securities on behalf of beneficial owners and deposits such securities for safekeeping with a bank, such as the Custodian. Under the Act, a customer is either the "beneficial owner" or a "respondent bank". The "customer" for purposes hereof shall mean the Borrower and each Lender, each of which shall be deemed to be the "beneficial owner" (as defined in the Act) of such securities to be held by the Custodian or the Securities Intermediary hereunder, and each of the Borrower and the Lenders hereby waives any objection to the disclosure of its name, address and securities position to any such issuer which requests such information pursuant to the Act for the specific purpose of direct communications between such issuer and the Borrower and each Lender. Each of the Borrower and the Lenders may, by written notice to the Custodian, opt out of the waiver referred to in the foregoing sentence and elect not to consent to the disclosure referred to in the foregoing sentence. With respect to such securities issued outside of the United States, information shall be released to issuers only if required by law or regulation of the particular country in which the securities are located.

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(d) Subject to Section 5.8 and Section 10.2, at any time and from time to time the Borrower, or the Collateral Manager on the Borrower's behalf, may deposit (including for purposes of satisfying the Senior Overcollateralization Ratio Test) into the Custodial Account, Collateral Loans and/or Eligible Investments or contributions not previously subject to the Lien of the Collateral Agent (for the benefit of the Secured Parties) granted under this Agreement; providedthat (i) all such funds are to be treated as Collateral Loans and/or Eligible Investments, as applicable, for all purposes of this Agreement, and (ii) upon the deposit of such funds into the Custodial Account, such funds shall automatically be subject to the Lien of the Collateral Agent (for the benefit of the Secured Parties) granted under this Agreement. Any such deposit shall be irrevocable. The Borrower shall notify the Agents in writing of any such deposit prior to or contemporaneously therewith.

Section 8.5 [Reserved].

Section 8.6 Acquisition of Collateral Loans and Eligible Investments. Each time that the Borrower acquires any Collateral Loan, Eligible Investment or other Collateral, the Borrower shall, if such Collateral Loan or Eligible Investment or other Collateral has not already been transferred to the Custodial Account, transfer or cause the transfer of such Collateral Loan or Eligible Investment and other Collateral to the Custodian to be held for the benefit of the Collateral Agent in accordance with the terms of this Agreement. The security interest of the Collateral Agent in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Collateral Agent, be released. The security interest of the Collateral Agent shall nevertheless come into existence and continue in the Collateral Loans and Eligible Investments and other Collateral so acquired, including all rights of the Borrower in and to any Related Contracts and Collections with respect to such Collateral Loans and Eligible Investments and other Collateral.

Section 8.7 Release of Security Interest in Sold Collateral Loans and Eligible Investments; Release of Security Interests Upon Termination.

(a) Upon any sale or other disposition of a Collateral Loan or Eligible Investment or other Collateral (or portion thereof) in accordance with the terms of this Agreement, the security interest of the Collateral Agent in such Collateral Loan or Eligible Investment or other Collateral (or the portion thereof which has been sold or otherwise disposed of), and in all Collections and rights under Related Contracts with respect to such Collateral Loan or Eligible Investment or other Collateral (but not in the proceeds of such sale or other disposition) shall, immediately upon the sale or other disposition of such Collateral Loan or Eligible Investment or other Collateral (or such portion), and without any further action on the part of the Collateral Agent, be released, except for the proceeds of such sale or other disposition and except to the extent of the interest, if any, in such Collateral Loan or Eligible Investment or other Collateral which is then retained by the Borrower or which thereafter reverts to the Borrower for any reason.

(b) Upon the payment in full of the Obligations and termination of all Commitments hereunder, the Collateral shall be released from the liens created hereby and under the other Loan Documents, and this Agreement and all obligations of the Agents, each Lender and all obligations of the Agents shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower. At the request and sole expense of the Borrower following any such termination, the Administrative Agent and/or the Collateral Agent, as applicable, shall promptly deliver to the Borrower (or its designee) any Collateral held by such Agent hereunder, and execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such termination. Any such release or termination shall be subject to the provision that the Obligations shall be reinstated if after such release or termination any portion of any payment in respect of the Obligations shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver,

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intervenor or conservator of, or trustee or similar officer for, the Borrower or any substantial part of its property, or otherwise, all as though such payment had not been made.

Section 8.8 Method of Collateral Transfer. Notwithstanding any other provision of this Agreement, each item of Collateral shall be delivered to the Collateral Agent (or the Custodian or Collateral Custodian on its behalf) by:

(a) with respect to such of the Collateral as constitutes an instrument, tangible chattel paper or a negotiable document, causing the Collateral Custodian to take possession of such instrument indorsed to the Collateral Custodian or in blank, or such negotiable document, or tangible chattel paper, in the State in which the Custodian Office is located separate and apart from all other property held by the Collateral Custodian;

(b) with respect to such of the Collateral as constitutes Cash or Money, (i) causing the delivery of such Cash or Money to the Custodian, (ii) causing the Custodian to credit such Cash or Money to the applicable Covered Account and (iii) causing the Custodian to indicate continuously on its book and records that such Cash or Money is credited to the applicable Covered Account;

(c) with respect to such of the Collateral as constitutes a certificated security in bearer form, causing the Custodian to take possession of the related security certificate in the State in which the Custodian Office is located;

(d) with respect to such of the Collateral as constitutes a certificated security in registered form, causing the Custodian to take possession of the related security certificate in the State in which the Custodian Office is located, indorsed to the Custodian or in blank by an effective indorsement, or registered in the name of the Custodian, upon original issue or registration of transfer by the issuer of such certificated security;

(e) with respect to such of the Collateral as constitutes an uncertificated security, causing the issuer of such uncertificated security to register such Collateral to the Securities Intermediary for further credit to the Custodial Account;

(f) with respect to such of the Collateral as constitutes a security entitlement, causing the Securities Intermediary to indicate by book entry that the financial asset relating to such security entitlement has been credited to the Custodial Account;

(g) with respect to such of the Collateral as constitutes a deposit account, causing such deposit account to be established and maintained in the name of the Collateral Agent or the Securities Intermediary, as applicable, by a bank the jurisdiction of which for purposes of the UCC is the State of New York; and

(h) taking such additional or alternative procedures as may hereafter become appropriate to grant a first priority, perfected security interest in such items of the Collateral to the Collateral Agent, consistent with Applicable Law.

If any item of Collateral is a financial asset issued by an issuer that is not the United States of America, an agency or instrumentality thereof, or some other United States person or entity, and if such item cannot be delivered as set forth above, such item may be delivered to the Collateral Agent by causing the Collateral Agent to hold such item in an account created and maintained in the name of the Collateral Agent with a banking or securities institution or a clearing agency or system located outside the United States that is an Eligible Institution such that the Collateral Agent holds a first priority, perfected security

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interest in such item of Collateral. In the event such institution ceases to be an Eligible Institution, then Borrower shall, within 60 days of such occurrence, cause the Collateral Agent to move such Collateral to an Eligible Institution.

The Borrower shall record and file on or before the Closing Date all financing statements, and the Borrower agrees to record and file after the Closing Date all appropriate financing statements, continuation statements, and other amendments, meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect and protect the interests of the Secured Parties in the Collateral under the applicable Uniform Commercial Code against all creditors of and purchasers from the Borrower. The Borrower promptly shall deliver file-stamped copies of such financing statements, continuation statements, and amendments to the Agents.

In connection with each transfer of an item of Collateral to the Collateral Agent, Securities Intermediary, the Collateral Custodian and/or the Custodian, the Collateral Agent, Securities Intermediary, the Collateral Custodian or the Custodian, as applicable, shall make appropriate notations on its records indicating that such item of the Collateral is held for the benefit of the Secured Parties pursuant to and as provided in this Agreement and the other Loan Documents. Effective upon the transfer of an item of Collateral to the Collateral Agent, the Securities Intermediary, the Collateral Custodian or the Custodian, the Collateral Agent, the Securities Intermediary, the Collateral Custodian or the Custodian, as applicable, shall be deemed to acknowledge that it holds such item of Collateral as Collateral Agent, Securities Intermediary, Collateral Custodian or as Custodian, as applicable, under this Agreement and the other Loan Documents for the benefit and security of the Secured Parties.

Notwithstanding any other provision of this Agreement, the Collateral Agent shall not hold any item of Collateral through an agent except as expressly permitted by this Section 8.8.

Section 8.9 Continuing Liability of the Borrower. Notwithstanding anything herein to the contrary, the Borrower shall remain liable under each Related Contract, interest and obligation included in the Collateral, to observe and perform all the conditions and obligations to be observed and performed by it thereunder (including any undertaking to maintain insurance), all in accordance with and pursuant to the terms and provisions thereof, and shall do nothing to impair the security interest of the Collateral Agent in any Collateral. Neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any such Related Contract, interest or obligation by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating to any such Related Contract, interest or obligation pursuant hereto, nor shall the Collateral Agent or any Secured Party be required or obligated in any manner to perform or fulfill any of the obligations of the Borrower thereunder or pursuant thereto, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Related Contract, interest or obligation, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amount thereunder to which it may be entitled at any time.

Section 8.10 Reports.

(a) The Collateral Administrator shall deliver or make available to the Borrower by email (or such other medium as may be agreed upon by the Borrower and the Collateral Administrator) by 5:00 p.m. (New York time) on each Business Day, commencing two Business Days after the Closing Date, a report describing all Money (including but not limited to a breakdown of all such amounts into Interest Proceeds and Principal Proceeds) and other property received by it pursuant to the terms of this Agreement and the other Loan Documents on the preceding Business Day (the "Daily Report"). If any Money or property shall be received by the Collateral Agent on a day that is not a Business Day, the Collateral Administrator shall deliver the Daily Report with respect thereto to the Borrower on the next Business Day.

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(b) The Collateral Administrator shall compile and provide, subject to the Collateral Administrator's receipt from the Collateral Manager, the Borrower or the Administrative Agent, as applicable, any information with respect to the Collateral Loans and Eligible Investments to the extent not maintained or in the possession of the Collateral Administrator, the Collateral Report and the Quarterly Payment Date Report in accordance with Exhibit D and Exhibit E hereof, respectively, in each case, in accordance with the terms and subject to the provisions of this Agreement, and prepare drafts of such Collateral Report and Quarterly Payment Date Report and provide such drafts to the Collateral Manager for review and approval; providedthat each such draft is to be provided no later than three (3) Business Days prior to the date the Collateral Report or the Quarterly Payment Date Report, as applicable, is due. The Borrower shall cause the Collateral Manager to review and confirm the calculations made by the Collateral Administrator in such Collateral Report or Quarterly Payment Date Report within two days prior to the due date of the Collateral Report or the Quarterly Payment Date Report. For the avoidance of doubt, in any month in which a Quarterly Payment Date occurs, the Collateral ‎Report and the Quarterly Payment Date Report may be combined into a single report.

The Collateral Manager, the Administrative Agent and the Borrower shall cooperate with the Collateral Administrator in connection with the preparation by the Collateral Administrator of Collateral Reports and Quarterly Payment Date Reports. Without limiting the generality of the foregoing, the Collateral Manager shall advise in a timely manner the Collateral Administrator of the results of any determinations required or permitted to be made by it or the Borrower (or Collateral Manager on its behalf) and supply the Collateral Administrator with such other information as is maintained by the Collateral Manager that the Collateral Administrator may from time to time request with respect to the Collateral and reasonably needed to complete the Collateral Reports and the Quarterly Payment Date Reports or required to permit the Collateral Administrator to perform its obligations hereunder and any other information that may be reasonably required hereunder with respect to any item of Collateral (including, without limitation, with respect to the items listed under Sections 8, 9, 10, 11, 14, 16, 21, 22, 23, 25, 26 and 27 of the Collateral Report and Section 5 of the Quarterly Payment Date Report). The Collateral Manager shall review and verify the contents of the aforesaid reports, instructions, statements and certificates, and upon verification shall make such reports available to S&P. Upon receipt of approval from the Collateral Manager, the Collateral Administrator shall transmit the same to the Borrower and shall make such reports available to the Administrative Agent and each Lender.

(c) The Collateral Administrator may conclusively rely on and without any investigation, any information provided by the Collateral Manager, Borrower, Administrative Agent and any Obligor and its Affiliates with respect to the Collateral Loans, along with any related agents with respect to such Collateral Loans, in preparation of the Collateral Report and Quarterly Payment Date Report. The duties of the Collateral Administrator hereunder are limited to the duties expressly set forth in this Agreement. By entering into, or performing its duties under, this Agreement, the Collateral Administrator shall not be deemed to assume any obligations or liabilities of the Borrower or Collateral Manager under any of the Loan Documents and nothing herein contained shall be deemed to release, terminate, discharge, limit, reduce, diminish, modify, amend or otherwise alter in any respect the duties, obligations or liabilities of the Borrower or the Collateral Manager under the Loan Documents.

(d) The Collateral Administrator will make the Daily Report, Collateral Report and Quarterly Payment Date Report available via email or its internet website. The Collateral Administrator's internet website shall initially be located at https://watcdirect.westernalliancetrust.com. The Collateral Administrator may change the way such statements are distributed. As a condition to access to the Collateral Administrator's internet website, the Collateral Administrator may require registration and the acceptance of a disclaimer. The Collateral Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided in the Collateral Report and the

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Quarterly Payment Date Report which the Collateral Administrator disseminates in accordance with this Agreement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.

(e) The Borrower has agreed to be designated, pursuant to Article 7(2) of the EU Securitisation Regulation, Article 7(2) of Chapter 2 of the UK PRASR and UK SECN 6.3.1R, as the designated reporting entity required to fulfil the Transparency and Reporting Requirements (the "Designated Reporting Entity"), and agrees to make available to the Relevant Recipients the documents, reports and information necessary to fulfil any applicable reporting obligations under the Transparency and Reporting Requirements, including the Transparency Reports. Commencing no later than the date that is 90 days following the Closing Date and on a quarterly basis thereafter (no later than one month following each Quarterly Payment Date), the Borrower agrees to make available to each Affected Holder, information in the form of Transparency Reports and from time to time and without delay, to each Affected Holder any information on any "significant events" required to be disclosed under Article 7(1)(g) of the EU Securitisation Regulation, Article 7(1)(g) of Chapter 2 of the UK PRASR or UK SECN 6.2.1R(7) (in each case, as amended from time to time); providedthat, notwithstanding the foregoing, the Borrower shall be obligated to do so only if such documents, reports or information is not subject to any national law governing the protection of confidentiality of information or the processing of personal data ("EUSR Confidential Information"); and if such documents, reports or information do constitute EUSR Confidential Information, then such EUSR Confidential Information shall be provided in an anonymised or aggregated form. The Borrower may engage third parties to assist with complying with its obligations under this paragraph, including, without limitation, agreements with FinDox Inc and TMF Outstanding Services B.V.. For the avoidance of doubt, any such expenses of obtaining such documents, reports or information shall be deemed to be Administrative Expenses. The Borrower (or the Collateral Manager on behalf of the Borrower) shall ‎provide the Collateral Administrator with any documentation to be posted on the Reporting ‎Website pursuant to this Agreement (collectively, the "Reporting Documents") (solely by email at SLP2MMCLO2@westernalliancetrust.com and in pdf format) and the relevant instructions ‎as soon as reasonably practicable, and in any event shall provide the Collateral Administrator ‎with such Reporting Documents at least one Business Day prior to the date on which the Borrower requires ‎such documentation to be made available on the Reporting Website; providedthat any such Reporting Documents that are received by the Collateral Administrator after 5:00 PM ET shall be deemed to be provided to the Collateral Administrator on the following Business Day. The Borrower confirms that it will be solely responsible (in consultation with the Collateral Manager)) for handling and responding to any queries raised by any potential Lender or competent authority (as defined under the EU Securitisation Regulation or the UK Securitisation Regulation, as applicable) having access to the documentation on the Reporting Website and agrees that the Collateral Administrator shall have no responsibility for dealing with any such queries.

(f) Nothing herein shall impose or imply any duty or obligation on the part of the Collateral Administrator to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any issuer of the Collateral Loan is in default or in compliance with the underlying documents governing or securing such securities, from time to time, the role of the Collateral Administrator hereunder being solely to perform certain mathematical computations and data comparisons as provided herein. For purposes of monitoring changes in ratings, the Collateral Administrator shall be entitled to use and rely (in good faith) exclusively upon one or more reputable electronic financial information reporting services, and shall have no liability for any inaccuracies in the information reported by, or other errors or omissions of, any such services. It is hereby expressly agreed that Bloomberg Financial Markets is one such reputable service.

(g) The Collateral Administrator shall have no liability for any failure, inability or unwillingness on the part of the Collateral Manager or the Borrower or the Administrative Agent to provide accurate and complete information on a timely basis to the Collateral Administrator, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any

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inaccuracy or error in the performance or observance on the Collateral Administrator's part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof.

(h) Nothing herein shall obligate the Collateral Administrator to determine independently (i) any characteristic of a Collateral Loan or any Obligor (or domicile thereof), including the determination of whether any item of Collateral (including any Interest Hedge Agreement) is a Bond, Bridge Loan, CCC Collateral Loan, Cov-Lite Loan, Credit Risk Loan, Current Pay Obligation, Defaulted Loan, Deferrable Loan, Delayed Funding Loan, DIP Loan, Discount Loan, Eligible Cov-Lite Loan, Equity Security, First Lien Last-Out Loan, Fixed Rate Obligation, Floating Rate Obligation, Floor Obligation, Long-Dated Loan, Margin Stock, Partial Deferrable Loan, Participation Interest, Real Estate Loan, Revolving Collateral Loan, Second Lien Loan, Senior Secured Loan, Step-Down Loan, Step-Up Loan, Structured Finance Obligation, Subordinated Loan, Synthetic Security or Zero Coupon Loan or (ii) the Market Value, any such determination being based exclusively upon notification the Collateral Administrator receives from the Collateral Manager and nothing herein shall obligate the Collateral Administrator to review or examine any underlying instrument or contract evidencing, governing or guaranteeing or securing any Collateral Loan in order to verify, confirm, audit or otherwise determine any characteristic thereof. The Collateral Administrator shall be entitled to receive and conclusively rely upon information provided by (i) the Administrative Agent with respect to all interest, Increased Costs, fees, expenses and other amounts due and payable to the Lenders and the calculation of any benchmark and (ii) the Borrower (or the Collateral Manager on its behalf) of any amounts owing by the Borrower pursuant to an Interest Hedge Agreement.

(i) If, in performing its duties under this Agreement, the Collateral Administrator is required to decide between alternative courses of action, the Collateral Administrator may request written instructions from the Collateral Manager, acting on behalf of the Borrower, as to the course of action desired by it. If the Collateral Administrator does not receive such instructions, the Collateral Administrator may, but shall be under no duty to, take or refrain from taking any such courses of action; providedthat the Collateral Administrator as promptly as possible notifies the Collateral Manager and the Borrower which course of action, if any (or refrainment from taking any course of action) it has decided to take. The Collateral Administrator shall act in accordance with instructions received after such three-Business Day period except to the extent it has already taken, or committed itself to take action inconsistent with such instructions. The Collateral Administrator shall be entitled to rely on the advice of legal counsel and independent accountants in performing its duties hereunder and shall be protected in any action reasonably taken in good faith if it acts in good faith in accordance with such advice.

(j) On each Collateral Report Determination Date occurring on and after the S&P CDO Monitor Election Date, after receipt by the Borrower of the S&P CDO Monitor, the Collateral Manager will be required to provide to the Collateral Agent and the Collateral Administrator a report on the portfolio of Collateral Loans containing such information as shall be reasonably necessary to permit the Collateral Administrator to calculate the Default Differential with respect to the Loans on such Collateral Report Determination Date. In the event that the Collateral Manager's measurement of compliance and the Collateral Administrator's measurement of compliance show different results, the Collateral Manager and the Collateral Administrator shall be required to cooperate promptly in order to reconcile such discrepancy.

(k) To the extent the entity acting as the Collateral Agent is also acting as the Collateral Administrator, the rights, privileges, immunities and indemnities of the Collateral Agent set forth in this Agreement shall also apply to it in its capacity as the Collateral Administrator, in addition to any such rights, privileges, immunities and indemnities afforded to it as set forth herein.

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Section 8.11 Advance Rate Matrix. On or prior to the Closing Date, the Borrower shall specify to the Administrative Agent (with a copy to the Lenders) the Applicable Row Level to be in effect initially, commencing on the Closing Date. Thereafter, upon not less than one Business Day's prior written notice to the Administrative Agent (with a copy to the Lenders and S&P), the Borrower may specify a different Applicable Row Level than the one in use at that time. In the case of each selection of an Applicable Row Level, the Borrower shall be required to demonstrate compliance with all columns in the Advance Rate Matrix for the proposed Applicable Row Level.

Article IX
APPLICATION OF MONIES

Section 9.1 Disbursements of Funds from Payment Account.

(a) Notwithstanding any other provision of this Agreement other than Section 6.4, but subject to the other subsections of this Section 9.1 and Article II (with respect to optional repayment of Loans) and to the terms of Section 2.13, on each Quarterly Payment Date, the Collateral Agent shall disburse amounts transferred to the Payment Account from the Collection Account pursuant to Section 8.2(e) in accordance with the related Quarterly Payment Date Report as follows and for application in accordance with the following priorities (the "Priority of Payments"):

(i) On each Quarterly Payment Date, prior to the distribution of any Principal Proceeds, Interest Proceeds shall be applied as follows:

(A) to the payment of the following amounts in the following priority (without duplication): (1) taxes (but not including any accrued and unpaid Increased Costs), governmental, registered office, registration and filing fees then due and owing by the Borrower, (2) accrued and unpaid Administrative Expenses in the order set forth in the definition thereof and (3) on any Quarterly Payment Date other than the final Quarterly Payment Date, to the retention in the Collection Account of an amount equal to the Retained Expense Amount for such Quarterly Payment Date; providedthat the aggregate amount of payments under this clause (A)(2) and (3) shall not exceed on any Quarterly Payment Date the sum of (a) the Quarterly Cap plus (b) the Retained Expense Amount determined for such Quarterly Payment Date less(c) Administrative Expenses paid pursuant to Section 8.2(d) during the Due Period relating to such Quarterly Payment Date;

(B) if the Borrower is party to any Interest Hedge Agreements, to the payment of any amounts owing by the Borrower to the Interest Hedge Counterparties thereunder (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party);

(C) unless deferred by the Collateral Manager (or its designee), to the payment to the Collateral Manager (or its designee) of all due and unpaid Collateral Management Fees that have not been deferred on prior Quarterly Payment Dates (providedthat no deferred Collateral Management Fees shall be payable pursuant to this clause (C));

(D) to the Lenders for payment of, first, Commitment Fees, and second, accrued interest (in each case, ratably in proportion to their respective Percentage Shares) due on the Loans on such Quarterly Payment Date, in each case on a pro rata basis

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(excluding, in the case of interest, the additional two percent of interest payable at the Post-Default Rate);

(E) first,if any of the Senior Coverage Tests are not satisfied as of the related Calculation Date, (1) to the prepayment of principal of the Loans (to be allocated to the Loans according to the Principal Allocation Formula) or (2) if such prepayment of principal of the Loans would result in a Commitment Shortfall, to deposit in the Future Funding Reserve Account, in each case in the amount necessary to result in the satisfaction of the Senior Coverage Tests (on a pro formabasis as of such Calculation Date); and second, to the payment of additional two percent of interest payable at the Post-Default Rate to the Lenders;

(F) to the payment of amounts described in clause (A) above to the extent not paid thereunder (without regard to any cap or limitation) and in the order set forth therein;

(G) to the payment to the Lenders of any Increased Costs and any other amounts owing to the Lenders hereunder;

(H) to the payment to the Collateral Manager (or its designee) of any previously deferred Collateral Management Fees that the Collateral Manager elects to be paid on such Quarterly Payment Date by notice to the Collateral Agent prior to the related Calculation Date;

(I) [Reserved];

(J) if the Borrower is party to any Interest Hedge Agreements, to any amounts owing by the Borrower to the Interest Hedge Counterparties under such Interest Hedge Agreements to the extent not paid under clause (B) above (without regard to any cap or limitation); and

(K) all remaining Interest Proceeds:

(1) during the Reinvestment Period, at the discretion of the Collateral Manager, to either or any of (i) the Collection Account to be applied as Principal Proceeds for the purchase of additional Collateral Loans, (ii) subject to Section 2.13, to be applied to prepay the principal of the Loans pursuant to Section 2.7, along with all accrued and unpaid interest and Commitment Fees, (iii) for deposit into the Future Funding Reserve Account and/or (iv) the Equity Investors; and

(2) after the Reinvestment Period, at the discretion of the Collateral Manager; to either or any of (i) subject to Section 2.13, to be applied to prepay the principal of the Loans pursuant to Section 2.7, along with all accrued and unpaid interest and Commitment Fees, or (ii) the Equity Investors.

(ii) On each Quarterly Payment Date, following the distribution of all Interest Proceeds as set forth in Section 9.1(a)(i) above, Principal Proceeds (other than Principal Proceeds previously reinvested in Collateral Loans or otherwise designated by the Borrower for application pursuant to the parenthetical contained in Section 8.2(a)(ii)) shall be applied as follows; providedthat after giving effect to any such payment no Commitment Shortfall would exist (and, to the extent that any Commitment Shortfall would exist, Principal Proceeds shall first be deposited in

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the Future Funding Reserve Account in the amount needed to eliminate such Commitment Shortfall):

(A) to the payment of unpaid amounts in items (A) through (E) in Section 9.1(a)(i) above (in such order of priority) to the extent not paid thereunder;

(B) during the Reinvestment Period, all remaining Principal Proceeds, at the sole discretion of the Collateral Manager:

(1) to the Collection Account for the purchase of additional Collateral Loans; and/or

(2) subject to Section 2.13, to be applied to prepay the principal of the Loans pursuant to Section 2.7, along with all accrued and unpaid interest and Commitment Fees; and/or

(3) to be deposited into the Future Funding Reserve Account;

(C) after the Reinvestment Period, to be applied to the payment of principal (to be allocated to the Loans according to the Principal Allocation Formula) and (without duplication) accrued interest and Commitment Fees on the Loans until repaid in full;

(D) after the Reinvestment Period, to the payment of amounts referred to in items (F) through (J) of Section 9.1(a)(i) above, in the priority set forth therein but only to the extent not paid in full thereunder; and

(E) after the Reinvestment Period, any remainder to the Equity Investors in accordance with the LLC Agreement.

(b) If on any Quarterly Payment Date the amount available in the Payment Account from amounts received in the related Due Period is insufficient to make the full amount of the disbursements required pursuant to any clause in the Priority of Payments, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.1(a) and ratably or in the order provided within a clause, as applicable, in accordance with the respective amounts owing under any such clause, subject to Section 2.13, to the extent funds are available therefor.

(c) On each Quarterly Payment Date, the Collateral Administrator (on behalf of the Borrower) shall deliver to the Administrative Agent, the Collateral Manager and to S&P (so long as S&P is rating the Loans) a report (the "Quarterly Payment Date Report") containing the information described in Exhibit E hereto pursuant to Section 8.10 specifying the amount of Interest Proceeds (and, of such amount, the amount of Fee Proceeds) and Principal Proceeds received during the preceding Due Period, the amounts to be applied to each purpose set forth in Section 9.1(a), and a calculation of the Net Aggregate Exposure Amount (which shall be determined based on information provided by the Borrower or the Collateral Manager to the Collateral Administrator including the Exposure Amount, any Revolving Collateral Loans and Delayed Funding Loans and the unpaid purchase price of all Collateral Loans that the Borrower entered into binding commitments before the end of the Reinvestment Period to originate or acquire after the end of the Reinvestment Period). The information in each Quarterly Payment Date Report shall be determined as of the Calculation Date immediately preceding the applicable Quarterly Payment Date. For the avoidance of doubt, in any month in which a Quarterly Payment Date occurs, the Collateral ‎Report and the Quarterly Payment Date Report may be combined into a single report.

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(d) In the event that the Collateral Manager obtains actual knowledge of or receives written notice that any Interest Hedge Counterparty defaults in the payment of its obligations to the Borrower under any Interest Hedge Agreement on the payment date therefor, the Collateral Manager shall notify the Borrower which shall (or the Collateral Manager on behalf of the Borrower shall) make a demand on such Interest Hedge Counterparty, or any guarantor, if applicable, demanding payment by 12:00 noon, New York time, on the next Business Day. The Collateral Manager shall give notice to the Lenders, the Administrative Agent, S&P, the Borrower and the Collateral Agent upon the continuing failure by such Interest Hedge Counterparty (or applicable guarantor) to perform its obligations for one Business Day following a demand made by the Borrower (or the Collateral Manager on behalf of the Borrower) on such Interest Hedge Counterparty.

(e) All amounts to be paid to the Equity Investors under this Section 9.1 shall be paid to such account as the Equity Investors may designate and upon such payment will be released from the lien of this Agreement.

Article X
SALE OF COLLATERAL LOANS; ELIGIBILITY CRITERIA

Section 10.1 Sale of Collateral Loans.

(a) Sales and Assignments. Providedthat no Event of Default has occurred and is continuing (except for sales pursuant to clauses (i), (iii), (iv), (vi) or (vii) below which shall be permitted during the continuance of an Event of Default but only so long as a Majority of the Lenders have provided their written consent thereto pursuant to Section 6.2(a)) and subject to the satisfaction of the conditions specified in this Agreement, including without limitation Section 10.1(c), the Borrower or the Collateral Manager (on behalf of the Borrower) may (in the case of sales to Affiliates, in accordance with Section 5.32) direct the Collateral Agent in writing to sell, and the Collateral Agent shall sell in the manner directed by the Borrower or the Collateral Manager (on behalf of the Borrower) in writing, any Collateral Loan or other loan included in the Collateral (including (x) subject to Section 10.1(b), the sale by participation of all or a portion of the Borrower's interest in any Collateral Loan or other loan and (y) without limitation, the sale by assignment of a portion of the Borrower's interest in any Collateral Loan or other loan); providedthat such sale meets the requirements of any one of clauses (i) through (vii) of this Section 10.1(a), which requirements shall be satisfied upon receipt by the Collateral Agent of a trade ticket or other direction to sell (which shall be deemed to be a representation and certification from the Borrower or the Collateral Manager that such conditions are satisfied):

(i) Credit Risk Loans. The Borrower or the Collateral Manager (on behalf of the Borrower) may direct the Collateral Agent in writing to sell any Credit Risk Loan at any time during or after the Reinvestment Period without restriction.

(ii) Credit Improved Loans. The Borrower or the Collateral Manager (on behalf of the Borrower) may direct the Collateral Agent in writing to sell any Credit Improved Loan either:

(A) at any time if the Sale Proceeds from such sale are at least equal to the Investment Criteria Adjusted Balance of such Credit Improved Loan; or

(B) during the Reinvestment Period if the Borrower, or Collateral Manager in compliance with the Servicing Standard, reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale in one or more additional Collateral Loans with an Aggregate Principal Balance

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(together with any Collateral (which, for the avoidance of doubt, may be Collateral Loans or Cash) contributed (which contribution shall be irrevocable) by the Borrower or the Collateral Manager on the Borrower's behalf prior to such sale) at least equal to the Investment Criteria Adjusted Balance of such Credit Improved Loan by the later of (i) 30 Business Days of the settlement date of such sale and (ii) the next succeeding Collateral Report Determination Date.

(iii) Defaulted Loans. The Borrower or the Collateral Manager (on behalf of the Borrower) may direct the Collateral Agent in writing to sell any Defaulted Loan at any time during or after the Reinvestment Period without restriction.

(iv) Equity Securities. The Borrower or the Collateral Manager (on behalf of the Borrower) (A) may direct the Collateral Agent in writing to sell any Equity Security at any time without restriction and (B) shall use its commercially reasonable efforts to effect the sale of any Equity Security within 45 days after receipt if such Equity Security constitutes Margin Stock, unless such sale is prohibited by Applicable Law, in which case such Equity Security shall be sold as soon as such sale is permitted by Applicable Law.

(v) Discretionary Sales. The Borrower or the Collateral Manager on behalf of the Borrower may at any time direct the Collateral Agent in writing to sell any Collateral Loan that is not covered by another provision of this Section 10.1; providedthat (A) such sale shall be permitted only so long as (x) the sale price of such Collateral Loan is equal to or greater than the purchase price of such Collateral Loan (after adding the amount of any subsequent borrowings and subtracting the amount of any subsequent repayments thereof) or (y) if the sale price of such Collateral Loan is less than the purchase price of such Collateral Loan (after adding the amount of any subsequent borrowings and subtracting the amount of any subsequent repayments thereof), the Aggregate Principal Balance of all such Collateral Loans sold during any 12 calendar month period (or, for the first 12 calendar months after the Closing Date, since the Closing Date) is not greater than 30% of Total Capitalization (providedthat this subclause (y) shall not be applicable during any Restricted Trading Period or at any time that the Coverage Tests are not all satisfied) and (B) the sale of a Collateral Loan pursuant to this clause (v) to an Affiliate shall be at a price not less than the fair market value as reasonably determined by the Collateral Manager in accordance with the Servicing Standard; providedthat, the foregoing limitation shall not apply to (and, for purposes of such percentage limitation, shall not include) sales effected for purposes of curing Concentration Limitations which are exceeded or to reduce any CCC Excess, to improve or satisfy any Coverage Test.

Any written direction given by the Borrower or the Collateral Manager on behalf of the Borrower to the Collateral Agent pursuant to this clause (v) shall be deemed a representation and certification by the Borrower or the Collateral Manager on behalf of the Borrower to the Collateral Agent this clause (v) has been satisfied.

(vi) Mandatory Sales. The Borrower or the Collateral Manager (on behalf of the Borrower) shall use its commercially reasonable efforts to effect the sale of any Collateral Loan (other than Defaulted Loans) that no longer meets the criteria described in clause (n) in the definition of "Collateral Loan," within 18 months of the failure of such Collateral Loan to meet any such criteria (unless (1) the Rating Condition is satisfied or (2) the Borrower or the Collateral Manager determines that such sale would not be in the best interests of the Lenders).

(vii) Sales in Connection with Payment in Full and Termination of the Facility. The Borrower, or the Collateral Manager on behalf of the Borrower, may direct the Collateral Agent in

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writing to sell, assign or transfer all or any portion of the Collateral in connection with the payment in full of all of the Obligations (other than any unasserted contingent Obligations), the termination of all of the Commitments and the payment of any other amounts required to be paid pursuant to the Priority of Payments; providedthat the proceeds from any such sale, assignment or transfer directed pursuant to this Section 10.1(a)(vii) are sufficient to pay in full all of the Obligations (other than any unasserted contingent Obligations) and any other amounts required to be paid pursuant to the Priority of Payments.

(b) Participations. The Borrower may not sell a participation interest in a Revolving Collateral Loan or a Delayed Funding Loan.

(c) Rules Generally Applicable to Sales of Collateral Loans.

(i) All sales of Collateral Loans or any portion thereof pursuant to this Section 10.1 shall be for Cash on a non-recourse basis, which shall be deemed Principal Proceeds for all purposes hereunder.

(ii) Anything herein to the contrary notwithstanding, the Borrower shall cause any sale or liquidation of any Collateral Loan or other property or assets to be conducted on an arm's length basis upon fair and reasonable terms no less favorable to the Borrower than would be obtainable in a comparable arm's length transaction with a Person that is not an Affiliate of the Borrower and, if such transaction is with an Affiliate, in accordance with Section 5.32.

(iii) The delivery by the Collateral Manager or the Borrower of a trade ticket or other order, instruction or direction evidencing or directing the sale or other disposition of a Collateral Loan shall be deemed to constitute certification by such Person that the requirements to such sale or disposition set forth in this Section 10.1 have been satisfied.

Section 10.2 Eligibility Criteria. On and after the Closing Date but solely during the Reinvestment Period, a debt obligation will be eligible for acquisition or origination by the Borrower and inclusion in the Collateral only if as evidenced by an officer's certificate of an Authorized Officer of the Borrower delivered to the Collateral Agent (which certificate will be deemed delivered upon receipt by the Collateral Agent of a trade ticket or similar direction), the Eligibility Criteria are satisfied at the time such debt obligation is acquired or originated (on a trade date basis), after giving effect to the inclusion of such debt obligation.

Article XI
CHANGE IN CIRCUMSTANCES

Section 11.1 Basis for Determining Interest Rate Inadequate or Unfair.

(a) In the case of SOFR Loans, if on or prior to the first day of any Interest Period:

(i) the Administrative Agent is unable to obtain a quotation for the Benchmark as contemplated by Section 2.5, or

(ii) a Majority of the Lenders provides written notice to the Administrative Agent that as a result of changes arising after the date of this Agreement, the Benchmark as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their SOFR Loans for such Interest Period,

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then, in each case the Administrative Agent shall forthwith give notice thereof to the Borrower, S&P, the Collateral Agent and the Lenders, whereupon until the Administrative Agent notifies the Borrower and the Collateral Agent that the circumstances giving rise to such suspension no longer exist, which notice shall be given promptly following the cessation of such circumstances, the obligations (if any) of the Lenders to make or maintain SOFR Loans shall be suspended; providedthat such Lenders shall instead fund Base Rate Loans and such Base Rate Loans shall convert to SOFR Loans promptly upon the Lenders determining that the circumstances giving rise to such suspension no longer exist; providedfurther, that the Applicable Rate that applies to any then-current Loans shall no longer be calculated based upon the Benchmark but rather shall be calculated based upon the Alternate Base Rate, and any future Loans shall be Base Rate Loans.

(b) Upon receipt of such written notice from the Administrative Agent pursuant to clause (a) of this Section 11.1, the Borrower may request in writing from the Administrative Agent an amendment to this Agreement to modify the Applicable Rate (an "Applicable Rate Notice"). After receipt of an Applicable Rate Notice from the Borrower, the Administrative Agent and a Majority of Lenders shall make a reasonable and good faith effort to modify the Applicable Rate on mutually agreeable terms with the Borrower.

Section 11.2 Illegality. If, on or after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender in good faith with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Lender to make, maintain or fund its SOFR Loans (if any) and such Lender shall so notify the Administrative Agent in writing, the Administrative Agent shall forthwith give notice thereof to S&P, the Lenders, the Collateral Agent and the Borrower, whereupon until such Lender notifies the Administrative Agent, the Borrower and the Collateral Manager that the circumstances giving rise to such suspension no longer exist, which notice shall be given promptly following the cessation of such circumstances, the obligation of such Lender to fund SOFR Loans (if any) shall be suspended (providedthat such Lender shall instead fund Base Rate Loans and providedfurther, that the Applicable Rate that applies to any then-current Loans shall no longer be calculated based upon the Benchmark but rather shall be calculated based upon the Alternate Base Rate, and any future Loans shall be Base Rate Loans). Before giving any notice to the Administrative Agent pursuant to this Section 11.2, such Lender shall designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and would not be otherwise disadvantageous to such Lender. If circumstances subsequently change so that it is no longer unlawful for an affected Lender to make or maintain SOFR Loans as contemplated hereunder, such Lender will, as soon as reasonably practicable after such Lender becomes aware of such change in circumstances, notify S&P, the Borrower, the Collateral Agent and the Administrative Agent and upon receipt of such notice, the obligations of such Lender to fund or continue SOFR Loans shall be reinstated.

Section 11.3 Increased Cost and Reduced Return.

(a) If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Federal Reserve Board), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office), its Loan Notes evidencing SOFR Loans, or its

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obligation to fund SOFR Loans, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Loan Notes with respect thereto (including if any such adoption, change or change in interpretation subjects any Lender to Taxes that increase such cost to, or reduce such amount received or receivable by, such Lender (other than (i) Indemnified Taxes, (ii) Taxes enumerated as excluded from the definition of Indemnified Taxes in Section 11.4(a)(I)(ii)-(iv), and (iii) Connection Income Taxes, in each case, that are imposed on or with respect to a payment hereunder)) by an amount deemed by such Lender to be material, then, upon written demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Lender (with a copy to the Administrative Agent, the Collateral Agent and S&P), such additional amount or amounts as will compensate such Lender for such increased cost or reduction shall constitute Increased Costs payable by the Borrower pursuant to Sections 9.1(a) and 6.4; providedthat, other than with respect to Taxes, such amounts shall be no greater than that which such Lender is generally claiming from its other borrowers similarly situated to Borrower, as reasonably evidenced to the Borrower at the time such amount is requested.

(b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then, upon written demand (which demand shall set forth in reasonable detail the basis for such demand for compensation) by such Lender (with a copy to the Administrative Agent, the Collateral Agent and S&P), such additional amount or amounts as will compensate such Lender for such reduction (to the extent funds are available therefor in accordance with the Priority of Payments) shall constitute Increased Costs payable by the Borrower pursuant to Sections 9.1(a) and 6.4; providedthat such amount shall be no greater than that which such Lender is generally claiming from its other borrowers similarly situated to Borrower, as reasonably evidenced to the Borrower at the time such amount is requested.

(c) Each Lender will promptly notify the Borrower, the Collateral Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 11.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section 11.3 and setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder shall be delivered in connection with any request for compensation and shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation under this Section 11.3 shall not constitute a waiver of such Lender's right to demand such compensation; providedthat the Borrower shall not be required to compensate a Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than six months prior to the earlier of (x) the date on which the applicable Lender has actual knowledge of the event giving rise to such increased costs or reductions and (y) the date on which the applicable Lender should, in the exercise of reasonable care, have knowledge of the event giving rise to such increased costs or reductions; providedthat, if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

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(d) Notwithstanding anything to the contrary contained herein, (i) no Lender shall demand compensation for any increased cost, reduction or capital referred to above in Section 11.3(a) or (b) if it shall not at the time be the general policy and practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements from similarly situated borrowers and (ii) all requests, rules, guidelines, requirements and directives promulgated (A) by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), the Committee of European Banking Supervisors or the United States or foreign regulatory authorities, in each case, pursuant to Basel III or similar capital requirements directive existing on the Closing Date impacting European banks and other regulated financial institutions, (B) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and (C) in connection with the Securitisation Regulations shall, in each case, be deemed to be a change or adoption of any law, rule or regulation for purposes of this Section 11.3, regardless of the date enacted, adopted, issued or implemented; provided, however, and notwithstanding anything to the contrary in this Section 11.3 or this Agreement generally, that the Borrower shall not be responsible for any increased costs relating to the Securitisation Regulations so long as the Retention Provider is in compliance with its obligations under the EU/UK Retention Letter and otherwise, only to the extent that any such increased costs or reduction resulted from the Retention Provider's breach of its obligations under the EU/UK Retention Letter.

(e) If the Borrower is required to pay additional amounts to any Lender under this Section 11.3, then the Borrower may, at its own expense and in its sole discretion, require such Lender to transfer or assign, in whole, without recourse (in accordance with Section 11.5) all of its interests, rights and obligations under this Agreement and the Loan Notes to an assignee (a "Replacement Lender") (it being understood that such Lender shall have no obligation to search for, seek, designate or otherwise try to find, a Replacement Lender) which shall assume such obligations (and which may be another Lender, if such other Lender accepts such assignment); providedthat (i) such replaced Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, Commitment Fees relating thereto, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.9) from the Replacement Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (ii) such assignment will result in a reduction in such compensation or payments thereafter and (iii) such assignment does not conflict with Applicable Law.

(f) Notwithstanding anything to the contrary in this Section 11.3, the Borrower shall not be required to pay amounts to any Lender under this Section 11.3 to the extent such amounts would be duplicative of amounts payable by the Borrower under Section 11.4. To the extent the Borrower is required to pay any Lender additional amounts or indemnify any Lender in respect of Taxes or Other Taxes, the mechanics provided in provisions of Section 11.4 shall control.

Section 11.4 Taxes.

(a) (I) Except as required by law, any and all payments by or on behalf of the Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear, of and without deduction for, any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, charges or withholdings (including backup withholding) imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto ("Taxes") excluding, in the case of each Lender and the Administrative Agent, (i) Taxes imposed on or measured by its net income (however denominated), franchise Taxes, and branch profits Taxes, in each case (A) imposed as a result of any Lender or the Administrative Agent (as the case may be) being organized under the laws of, or having its principal office or, in the case of each Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of each Lender, U.S. federal withholding Taxes imposed

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on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.5) or (y) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 11.4, amounts with respect to such Taxes were payable either to such Lender's transferor or assignor, as applicable, immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iii) Taxes attributable to such Lender's or the Administrative Agent's failure to comply with Section 11.4(e) and (iv) any U.S. federal withholding Taxes imposed under FATCA (all such non-excluded Taxes being hereinafter referred to as "Indemnified Taxes"). (II) If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, under any Loan Note to any Lender or the Administrative Agent, (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 11.4) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions or withholdings, (iii) the Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and the Priority of Payments and (iv) the Borrower shall furnish to the Lender or Administrative Agent, at its address set forth on the signature pages hereof, the original or a certified copy of a receipt evidencing payment thereof or, if a receipt is not available, such other evidence of payment as may be reasonably acceptable to the relevant Lender or the Administrative Agent.

(b) In addition, the Borrower agrees to timely pay to the relevant Governmental Authority, in accordance with applicable law and the Priority of Payments, or at the option of the Administrative Agent timely reimburse it for the payment of, any present or future stamp, court, documentary, intangible, recording, filing or similar Taxes and any other excise or property Taxes, or charges or similar levies (and any penalties and interest with respect to any of the foregoing) which arise from any payment made hereunder or under any Loan Note or from the execution or delivery of, the enforcement or registration of, the perfection of a security interest under, or otherwise with respect to, this Agreement or any Loan Note (other than Other Connection Taxes arising with respect to an assignment or transfer) or are levied in connection with the Collateral or the attachment or perfection of the security interest granted to the Collateral Agent in any Collateral (hereinafter referred to as "Other Taxes").

(c) The Borrower agrees to indemnify each Lender and the Agents for the full amount of Indemnified Taxes or Other Taxes (including, without limitation, any Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 11.4) paid or payable by such Lender or the Agents (as the case may be) and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. This indemnification shall be made within 10 days from the date such Lender or the Agents (as the case may be) makes demand therefor accompanied by evidence reasonably satisfactory to the Borrower establishing liability for such Indemnified Taxes or Other Taxes.

(d) Each Lender shall severally indemnify the Administrative Agent and the Collateral Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent or Collateral Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions of Section 12.7 relating to the maintenance of a Participant Register and (iii) any Taxes described in Section 11.4(a)(I)(i)-(iv) attributable

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to such Lender, in each case, that are payable or paid by the Administrative Agent or Collateral Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or Collateral Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent and Collateral Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or Collateral Agent to the Lender from any other source against any amount due to the Administrative Agent or Collateral Agent under this paragraph (d).

(e)

(i) Each Lender that is a U.S. Person, on or prior to the date of its execution and delivery of this Agreement or on or prior to the date on which it becomes a Lender, and from time to time thereafter if requested in writing by the Borrower or any Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and such Agent with two executed copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax. Each Lender that is not a U.S. Person, to the extent it is legally entitled to do so, on or prior to the date of its execution and delivery of this Agreement or on or prior to the date on which it becomes a Lender, and from time to time thereafter if requested in writing by the Borrower or any Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and such Agent with two executed copies of IRS Forms W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as appropriate (or any successor form) either (w) certifying that such Lender is entitled to benefits under an applicable income tax treaty to which the United States is a party which eliminates, or reduces the rate of U.S. federal withholding tax on payments hereunder, (x) certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, (y) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, accompanied by a certificate to the effect that such Lender is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code or (z) in the case of a Lender providing a Form W-8IMY (or any successor form), certifying that such Lender is not the beneficial owner of payments hereunder and providing such information and forms described in clause (w) or (y) above in respect of each beneficial owner or as required by Applicable Law to establish the rate of U.S. withholding tax (if any) with respect to such payments. In addition to the foregoing requirements of this Section 11.4(e)(i), each Lender shall, on or prior to the date on which such Lender, becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with any required supplementary information (but only so long as such Lender remains lawfully able to do so).

(ii) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by

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Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than (1) an IRS Form W-9, in the case of a Lender that is a "United States person" within the meaning of Section 7701(a)(30) of the Code (a "United States Person") and (2) the appropriate IRS Form W-8, in the case of a Lender that is not a United States Person (but only to the extent such non-U.S. Lender is legally entitled to deliver such IRS Form W-8) (with all applicable attachments)) shall not be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

The Administrative Agent, each Lender and each Equity Investor hereby agrees that if any form or certification such person previously delivered pursuant to this Section 11.4(e) expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or notify the Borrower and the Administrative Agent in writing of its legal inability to do so, in each case promptly after such form or certification so expires or becomes obsolete.

(f) If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 11.4, then such Lender shall (at the request of the Borrower) use reasonable efforts to change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the sole reasonable judgment of such Lender acting in good faith, would not cause such Lender to incur additional unreimbursed costs or expenses or legal or regulatory burdens which such Lender considers to be material. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(g) If a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified under this Section 11.4 (including by the payment of additional amounts pursuant to this Section 11.4), it shall pay to the Borrower, as applicable, an amount equal to such refund (but only to the extent of indemnity payments made under this Section 11.4 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). The Borrower, upon the request of such Lender, shall repay to such Lender the amount paid over pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (g), in no event will a Lender be required to pay an amount to the Borrower pursuant to this clause (g) the payment of which would place such Lender in a less favorable net after-Tax position than such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This clause (g) shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(h) Notwithstanding anything to contrary contained in this Section 11.4, all payments made pursuant to this Section 11.4 shall only be made to the extent funds are available in accordance with the Priority of Payments.

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(i) Each party's obligations under this Section 11.4 shall survive the resignation or replacement of the Administrative Agent or any assignment or transfer of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 11.5 Replacement of Lenders; Defaulting Lenders.

(a) (x) If and for so long as any Lender is (1) a Defaulting Lender, (2) requesting compensation under Section 11.3 or (3) unable to make Loans under Section 11.2, (y) if the Borrower is required to pay any additional amount to such Lender or any authority for the account of such Lender pursuant to Section 11.4 or (z) if and for so long as the obligations of any Lender under this Agreement are the subject of a Bail-In Action, then, in each case, the Borrower may, at its sole expense and effort, upon notice to such Lender, the Agents and S&P, direct such Lender to assign and delegate (and such Lender shall comply with such direction but shall have no obligation to search for, seek, designate or otherwise try to find, an assignee), without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.7), all of its interests, rights and obligations under this Agreement and the Loan Notes to a financial institution that is (I) in the case of the Revolving Loans, not a Defaulting Lender, (II) eligible to purchase the replaced Lender's Loans under the terms hereof and (III) not prohibited by any Applicable Law from making such purchase (such purchaser, an "Approved Purchaser"), which shall assume such obligations (and which may be another Lender, if such other Lender accepts such assignment); providedthat:

(i) such assigning Lender shall have received payment of an amount equal to the aggregate outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under its Loan Note, (including any amounts under Section 2.9) from such Approved Purchaser (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(ii) in the case of any such assignment or delegation resulting from a claim for compensation under Section 11.3 or payments required to be made pursuant to Section 11.4, such assignment or delegation will result in a reduction in such compensation or payments thereafter; and

(iii) such assignment or delegation does not conflict with any Applicable Law.

(b) If and for so long as any Lender is a Defaulting Lender hereunder: (x) the Commitment and Loans of any such Defaulting Lender shall not be included in determining whether a Majority of the Lenders has taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 12.6); providedthat (i) a Defaulting Lender's vote shall be included with respect to any action hereunder relating to any change that would require the consent of each Lender or each affected Lender under Section 12.6 (to the extent such Defaulting Lender is such an affected Lender) and (ii) a Defaulting Lender shall retain its voting rights if such Defaulting Lender is the only Lender of such Type of Loans, which vote shall not be unreasonably withheld, conditioned or delayed, and (y) no Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which time that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender during such time).

(c) Notwithstanding anything in Section 11.5(a) to the contrary, a Lender shall not be required to make any assignment or delegation referred to in Section 11.5(a) if, prior thereto, as a result of

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a waiver by such Lender or the Borrower or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply and such Lender gives notice thereof to the Borrower.

(d) Each of the Administrative Agent and any replaced Lender will agree to cooperate with all reasonable requests of the Borrower for the purpose of effecting a transfer in compliance with this Section 11.5.

(e) Nothing in this Section 11.5 shall be deemed to release a Defaulting Lender from any liability arising from its failure to fund any Loans it is required to make hereunder.

Article XII
MISCELLANEOUS

Section 12.1 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, facsimile, electronic transmission, email or similar writing) and shall be given to such party: (a) in the case of the Borrower, the Administrative Agent, the Collateral Administrator, the Custodian, the Collateral Custodian or the Collateral Agent, at its address, facsimile number and/or email address set forth on the signature pages hereof (or as may be updated from time to time), (b)(1) in the case of the initial Lenders, at its address, facsimile number and/or email address set forth on the signature pages (or as may be updated from time to time) hereof and (2) in the case of any other Lender, at its address, facsimile number and/or email address set forth in its Administrative Questionnaire (which notices shall be solely by facsimile or email if so indicated therein), (c) in the case of the Equity Investors, at its address, facsimile number and/or email address set forth on the signature pages (or as may be updated from time to time) of the LLC Agreement, (d) in the case of S&P, (1) any credit estimate related notifications/requests should be sent to by email to creditestimates@spglobal.com; (2) any S&P CDO Monitor requests should be sent by email to CDOMonitor@spglobal.com and (3) any other requests should be sent by email to cdo_surveillance@spglobal.com, (e) in the case of the Collateral Manager, at 200 Clarendon Street, Boston, Massachusetts 02116, Attention: Michael Boyle, Email: baincapitalcreditdocs@baincapital.com, or (f) in the case of any party, such other address, facsimile number and/or email address as such party may hereafter specify for such purpose by notice to the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Collateral Custodian and the Borrower. Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 12.1 and the appropriate answerback is received, (ii) if given by mail, three Business Days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, (iii) if given by recognized courier guaranteeing overnight delivery, one Business Day after such communication is delivered to such courier or (iv) if given by any other means, when delivered at the address or email address specified in this Section 12.1; providedthat notices to the Administrative Agent under Article XI or to the Collateral Agent under Article VIII shall not be effective until received.

Section 12.2 No Waivers. No failure or delay by either Agent, any Equity Investor or any Lender or the Borrower in exercising any right, power or privilege hereunder, under any Loan Note or any Membership Interest shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 12.3 Permanent Discontinuance of SOFR; Benchmark Exculpation.

(a)

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(i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting and subsequent Benchmark settings with notice to S&P (without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document) and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting effective at 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders with notice to S&P (without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document), so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority of the Lenders.

(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent (in consultation with the Borrower) will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii) The Administrative Agent will promptly notify the Borrower, the Lenders and S&P of (w) any occurrence of a Benchmark Transition Event, (x) the implementation of any Benchmark Replacement, (y) the effectiveness of any Benchmark Replacement Conforming Changes, and (z) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 12.3(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 12.3(c).

(iv) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of "Interest Period" for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and (B) if a tenor that was removed pursuant to clause (i) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition

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of "Interest Period" for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(b) Benchmark Exculpation. The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 12.4(c)provides a mechanism for determining an alternative rate of interest. In the absence of its own gross negligence or willful misconduct, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance of any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement. In the absence of its own gross negligence or willful misconduct, the Administrative Agent shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 12.4 Expenses; Indemnification.

(a) The Borrower shall pay, subject to and in accordance with the Priority of Payments (except as otherwise provided herein pursuant to Section 8.2(d) and on the Closing Date), (i) all reasonable and documented out-of-pocket expenses of the Agents, the Custodian and the Securities Intermediary, including, without limitation, reasonable and documented fees and disbursements of counsel, agents and experts in connection with the preparation, syndications and administration of this Agreement, the Loan Documents and any documents and instruments referred to therein, and further modifications or syndications of the Loans in connection therewith, the administration of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default hereunder and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent, including reasonable and documented fees and disbursements of one counsel for the Administrative Agent and one counsel for Western Alliance (providedthat (1) the Administrative Agent shall be entitled to reimbursement for a single counsel (plus one local counsel in each applicable jurisdiction if necessary)) and (2) Western Alliance shall be entitled to reimbursement for a single counsel (plus one local counsel in each applicable jurisdiction if necessary), in connection with the enforcement of the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.

(b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Collateral Custodian, the Securities Intermediary, the Collateral Manager and each Lender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each, an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind (but excluding the fees and expenses of its internal legal counsel and all ordinary internal costs, consisting of overhead and employee costs and expenses incurred by such Indemnitee in connection with its obligations under the Loan

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Documents), including, without limitation, the reasonable and documented fees and disbursements of counsel (providedthat (1) the Administrative Agent shall be entitled to reimbursement for a single counsel (plus local counsel if necessary) and (2) Western Alliance as Collateral Agent, Collateral Custodian, Collateral Administrator, Custodian and Securities Intermediary shall be entitled to reimbursement for a single counsel (plus local counsel if necessary), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) and whether brought by or involving any party to the Loan Documents or any third party) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, or the enforcement of any provision hereunder or thereunder, (ii) the grant to the Secured Parties of any Lien, on the Collateral, (iii) the exercise by the Secured Parties of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any document relating to any Collateral, (vi) any enforcement by an Indemnitee of this Agreement, including the indemnity obligations herein or (vii) any loss arising from any action or inaction of the Borrower or any of its Affiliates regarding the administration of any Collateral or otherwise relating to such Collateral (other than an Obligor's financial inability to make payments with respect to any such Collateral) but excluding, as to any Indemnitee, any such losses, liabilities, damages, expenses or costs incurred by reason of the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction. The amounts owed to the Indemnitees hereunder shall be payable subject to and in accordance with the Priority of Payments and the other terms of this Agreement. The Borrower's obligations under this Section 12.4 shall survive the termination of this Agreement and the payment of the Obligations and the resignation or removal of the Agents. For the sake of clarity, this Section 12.4(b) shall not impose any indemnification or similar obligation on the Borrower with respect to Taxes, other than Taxes that represent losses, claims, damages, etc., arising from a non-Tax claim.

Section 12.5 Sharing of Set-Offs. In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower then due and payable to such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender.

Without prejudice to the rights of the Lenders, each under Section 2.13, each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal, interest, fees and other amounts due with respect to any Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal, interest, fees and other amounts due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase participations or interests in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal, interest, fees and other amounts with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; providedthat nothing in this Section 12.5 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of the Borrower other than its Indebtedness under the Loans. The Borrower agrees, to the fullest extent it may effectively do so under Applicable Law,

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that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. Notwithstanding anything to the contrary contained herein, any Lender may, by separate agreement with the Borrower, waive its right to set off contained herein or granted by law and any such written waiver shall be effective against such Lender under this Section 12.5. For the avoidance of doubt, for purposes of this Section 12.5, a pro rataallocation will mean an allocation of the amount received by such set-off or counterclaim and other rights as if such amount had been applied as a prepayment of the Loans under Section 2.7.

Section 12.6 Amendments and Waivers.

(a) Any provision of this Agreement, the Loan Notes or any other Loan Document may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower, the Collateral Manager and a Majority of the Lenders (and, if the rights, protection, indemnities or duties of any Agent are affected thereby, by such Agent, as the case may be), with (x) a fully executed copy thereof provided to the Administrative Agent and (y) and notice thereof (including a copy of the proposed amendment or waiver) is provided to S&P prior to execution; providedthat:

(i) no such amendment or waiver shall, unless signed by all the Lenders, (1) extend the Stated Maturity; (2) increase or decrease the Commitment of any Lender (except as provided in this Agreement) or subject any Lender to any additional obligation; (3) change the number of Lenders, which shall be required for the Lenders or any of them to take any action under this Section 12.6 or any other provision of this Agreement; (4) release any Collateral except as provided in this Agreement or the other Loan Documents; or (5) alter the terms of Section 2.7, Section 2.8, Section 2.11, Section 2.13, Section 6.4, Section 9.1, Section 10.1(c)(ii) or this Section 12.6 (or any defined term as it is used therein) in a manner adverse to the interests of any Lender;

(ii) no such amendment or waiver shall, unless signed by all of the Lenders affected thereby, postpone the date fixed for any payment of principal of or interest on any such Loans or any fees or other amounts hereunder or for any reduction or termination of any Commitment in respect thereof; and

(iii) no such amendment or waiver shall, unless signed by a Lender, reduce the principal of or rate of interest on any Loans held by such Lender or any fees or indemnities payable for the account of such Lender; providedthat the foregoing shall not apply to the rescission of interest accruing at the Post-Default Rate, which may be rescinded by a Majority of the Lenders with interest accruing at the Post-Default Rate.

(b) In addition to the requirements of clause (a) above, on and after the Rating Effective Date in connection with any proposed amendment or waiver of this Agreement or any other Loan Document pursuant to this Section 12.6 (except to the extent that all Lenders consent to such proposed amendment or waiver), either (1) such proposed amendment or waiver will be effective only upon satisfaction of the Rating Condition or (2) if, in the Borrower's reasonable determination, such proposed amendment or waiver does not have a reasonable likelihood of being adverse to the interests of any Lender then the Borrower shall, not later than 5 Business Days prior to the execution of such proposed amendment or waiver, deliver to each of the Lenders a copy of such proposed amendment or waiver; provided, in the case of the foregoing clause (2), any Lender may notify the Borrower prior to execution of such proposed amendment or waiver that, based on its reasonable determination, such proposed amendment or waiver would adversely affect the interests of such Lender, in which case, such proposed amendment or waiver will be effective only upon satisfaction of the Rating Condition or the consent of such Lender.

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(c) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in connection with an incurrence of Increased Commitments and Additional Loans pursuant to Section 2.14, the Borrower and the Administrative Agent may make any amendments to this Agreement and the other Loan Documents in order to effectuate such Increased Commitments and Additional Loans, without the consent of any other parties.

(d) The Borrower shall, promptly following the execution of any amendment, waiver or supplement to any Loan Document, provide copies thereof to each Lender, each Equity Investor, the Administrative Agent, the Collateral Agent and S&P.

Section 12.7 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement or the other Loan Documents without the prior written consent of each of the Lenders except as permitted by this Agreement.

(b) (i) Any Lender may at any time grant to one or more banks, other financial institutions or other permitted entities (each, a "Participant") participating interests in its Commitment or any or all of its Loans; providedthat (A) a Participant may not be a Competitor unless (x) consented to by the Borrower or (y)(1) an Event of Default has occurred and is continuing and (2) the Collateral Manager (or any of its Affiliates) has not committed to purchase such participating interest within three Business Days of its receipt of notice that such Lender intends to grant a participating interest to a Competitor and (B) each such Participant represents in writing to such Lender that it (and each account for which it is acquiring such participating interest) is a qualified purchaser for purposes of Section 3(c)(7) of the Investment Company Act. In the event of any such grant by a Lender of a participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). Each Participant shall be entitled to the benefits of Sections 11.3 and 11.4 as if it were a Lender that acquired its interest by assignment pursuant to Section 12.7(c) (it being understood that such Participant shall require the documentation required in Section 11.4(e) to its participating Lender).

(i) In the event any Lender sells a participation in its Commitment or any or all of its Loans hereunder, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 11.3 and 11.4 (subject to the requirements and limitations therein, including the requirements under Section 11.4(e) (it being understood that the documentation required under Section 11.4(e) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 11.3(c) and 11.4(f) as if it were an assignee under paragraph (c) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 11.3 or 11.4, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent that such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable Participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 11.5 with respect to any Participant.

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(ii) In the event that any Lender sells participations in its Commitment or any or all of its Loans hereunder, such Lender shall, acting solely for this purposes as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name of all Participants in the Commitments or Loans held by it and the principal amount (and stated interest thereon) of the portion of the Commitments or Loans which is the subject of the participation (the "Participant Register"). A Commitment or Loan may be participated in whole or in part only by registration of such participation on the Participant Register. Any participation of such Commitment or Loan may be effected only by the registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(c) (i) Any Lender may at any time assign to one or more banks, other financial institutions or other permitted entities (each, an "Assignee") all or any portion of its rights and obligations under this Agreement, the Loan Notes and the other Loan Documents, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption executed by such Assignee and such transferor Lender, with (and subject to) the consent of the Borrower and the Administrative Agent, which consent in each case shall not be unreasonably withheld, conditioned or delayed; providedthat (1) such assignment is in the aggregate in an amount which is at least $5,000,000, a multiple of $1,000,000 or the remainder of such Lender's Loans or Commitments, it being understood that a Lender may allocate such assignment in smaller amounts of not less than $500,000 between or among separate internal accounts; (2) no such consent of the Borrower shall be required in the case of an assignment that is made (A) during the continuance of an Event of Default, (B) in the case of the Revolving Loans, after the end of the Revolving Loan Commitment Period, (C) in the case of the Term Loans, after the end of the Term Loan Commitment Period, or (D) to any Lender, any Affiliate of any Lender, Société Générale or any Affiliate of Société Générale; and (3) an Assignee may not be a Competitor unless (x) consented to by the Borrower or (y) an Event of Default has occurred and is continuing.

(i) Upon recordation of such instrument in the Register and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be a party to this Agreement and shall have all the rights, protections and obligations of a Lender with Commitments as set forth in such instrument of assumption, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Loan Note, is issued to the Assignee. In connection with any such assignment, the transferor Lender shall deliver to the Administrative Agent a duly executed Assignment and Assumption and pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $2,500 (unless such fee is waived by the Administrative Agent). Each Assignee shall deliver to the Borrower and the Administrative Agent the relevant form or certification in accordance with Section 11.4(e) and shall deliver to the Borrower and the Agents all documentation and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

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(d) Any Lender may at any time assign all or any portion of its rights under this Agreement and its Loan Note to a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations hereunder. Promptly upon being notified in writing of such transfer, the Administrative Agent shall notify the Borrower thereof.

(e) No Participant of any Lender's rights shall be entitled to receive any greater payment under Section 11.3 or 11.4 than such Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made by reason of the provisions of Section 11.2, 11.3 or 11.4 requiring such Lender to designate a different Applicable Lending Office under certain circumstances or the circumstances giving rise to such greater payment did not exist at the time of the transfer and except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable interest.

(f) The Administrative Agent, acting as non-fiduciary agent (solely for this purpose) of the Borrower, shall maintain a copy of each Assignment and Assumption delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the principal amount (and stated interest thereon) of the Loans owing to each Lender from time to time. The entries in the Register shall be conclusive evidence of the accuracy thereof absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or Loan Note hereunder as the owner thereof for all purposes of this Agreement, notwithstanding any notice to the contrary. Any assignment of any Loan or Loan Note hereunder shall be effective only upon appropriate entries with respect thereto being made in the Register. If any assignment or transfer of all or any part of a Loan that is then evidenced by a Loan Note is made, such assignment or transfer shall be registered on the Register only upon surrender for registration of assignment or transfer of the related Loan Note, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Loan Note(s) in the same aggregate principal amount shall be issued to the designated Assignee(s) (and, if applicable, assignor) and the old Loan Note shall be returned to the Borrower marked "cancelled". The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior written notice. The Administrative Agent shall provide to the Collateral Agent from time to time at the written request of the Collateral Agent information related to the Lenders and Commitments.

Section 12.8 Representations and Covenants of Lenders.

(a) Each of the Lenders represents to the Administrative Agent, the Borrower and each of the other Lenders that (i) it is a qualified purchaser for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended, and (ii) it in good faith (and in reliance on the accuracy of the representations contained in the first two sentences of Section 4.10) is not relying upon any Margin Stock as collateral in the extension or maintenance of the credit provided for in this Agreement. For the avoidance of doubt, the parties hereto intend that the Loans made pursuant to this Agreement constitute loans and not securities.

(b) Each Lender hereby represents and warrants to the Agents, the Borrower and each of the other Lenders that on the Closing Date or the date on which it becomes a Lender hereunder and continuing through the execution and delivery of the other Loan Documents, the making of the Loans and the issuance of the Membership Interests and as of the date of each Funding and each Revolving Loan Conversion Date, that (A) if it is, or is acting on behalf of, a Benefit Plan Investor, its acquisition, holding and disposition of the Loans (or any interest therein) do not and will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and (B) if it is a governmental, church, non-U.S. or other plan, its acquisition, holding and disposition of the Loans (or any interest therein) do not and will not constitute or result in a violation of any Similar Law.

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Section 12.9 Governing Law; Submission to Jurisdiction.

(a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN THE LLC AGREEMENT) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(b) Any legal action or proceeding with respect to this Agreement or any other Loan Document (other than the LLC Agreement) and any action for enforcement of any judgment in respect thereof may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any thereof. Each party hereto (other than Western Alliance in each of its capacities) irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the hand delivery, or mailing of copies thereof by registered or certified mail, postage prepaid, to each party hereto at its respective address on the signature pages hereto (or as may be updated from time to time). Western Alliance in each of its capacities hereunder shall be served only as required by applicable law. Each party hereto hereby irrevocably waives, to the extent permitted by Applicable Law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Loan Document (other than the LLC Agreement) brought in the courts referred to above and hereby further irrevocably waives, to the extent permitted by Applicable Law, and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein shall affect the right of either Agent, any Lender or any holder of a Loan Note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction.

Section 12.10 Marshalling; Recapture. Neither the Administrative Agent, the Collateral Agent, any Lender nor any Equity Investor, shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent any Lender or any Equity Investor receives any payment by or on behalf of the Borrower, which payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Borrower or its estate, trustee, receiver, custodian or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the Obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the amount so repaid and shall be included within the liabilities of the Borrower to such Lender as of the date such initial payment, reduction or satisfaction occurred.

Section 12.11 Counterparts; Integration; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (which counterparts may be delivered by facsimile or email transmission). Delivery of an executed counterpart signature page of this Agreement by email (PDF), electronic signature or facsimile (including .pdf file, .jpeg file or any electronic signature complying with the U.S. federal ESIGN Act of 2000, including Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Borrower and reasonably available at no undue burden or expense to the Collateral Agent) shall be effective as delivery of a manually executed counterpart of this Agreement. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal

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Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and/or any similar federal or state electronic signatures law, rule or regulation, including any relevant provisions of the UCC, as the same may be in effect from time to time (collectively, "Signature Law") and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, ‎any faxed, scanned, or photocopied ‎manual signature, or other electronic signature, of any other party ‎and shall have no duty to inquire into or investigate, confirm or otherwise verify the validity or the authenticity or authorization of any such electronic signature. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of ‎‎writings when required under the UCC or other Signature Law due to the character or intended character ‎‎of the writings.

Section 12.12 WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE COLLATERAL CUSTODIAN AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.13 Waiver of Immunity. To the extent that the Borrower or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or other similar grounds, from any legal action, suit or proceeding in connection with or arising out of this Agreement or any other Loan Document, from the giving of any relief in any thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceeding may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement or any other Loan Document, the Borrower hereby irrevocably and unconditionally waives to the fullest extent permitted by Applicable Law, and agrees for the benefit of each of the Secured Parties not to plead or claim, any such immunity, and consents to such relief and enforcement.

Section 12.14 Judgment in Foreign Currency. The Borrower agrees to indemnify each of the Secured Parties against any loss incurred by any such payee as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than Dollars and as a result of any variation as between (i) the rate of exchange at which the Dollar amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such payee upon receipt of the Judgment Currency could have purchased Dollars with the amount of Judgment Currency actually received by such payee. The foregoing indemnity shall constitute a separate and independent obligation of the Borrower and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term "rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

Section 12.15 Survival. All indemnities set forth herein shall survive the execution and delivery of this Agreement and the other Loan Documents, any resignation or removal of an Agent, any assignment pursuant to Section 12.7 and the making and repayment of the Loans hereunder.

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Section 12.16 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any domestic or foreign branch office, subsidiary or affiliate of such Lender.

Section 12.17 Limitation of Liability. No claim may be made by any party to this Agreement or any other Person against any Agent, the Borrower, the Collateral Manager, any Equity Investor or any Lender or the affiliates, directors, officers, employees, attorneys or agents of any of them for any consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or by the other Loan Documents, or any act, omission or event occurring in connection therewith; and each party hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 12.18 Limited Recourse; Non-Petition.

(a) Each Lender, each Equity Investor and the Agents acknowledges that the Borrower is a special purpose entity and that none of the directors, officers, incorporators, shareholders, partners, agents or employees of the Borrower or the directors, officers, incorporators, shareholders, partners, agent or employees thereof shall be personally liable for any of the obligations of the Borrower under this Agreement. Notwithstanding anything to the contrary contained herein, if the Closing Date does not occur, the Borrower's sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral and its reduction to zero in accordance with the terms and under the circumstances described herein (including the Priority of Payments), all obligations of and all claims against the Borrower under this Agreement or under any other Loan Document shall extinguish and shall not thereafter revive. Except as expressly provided herein, there shall be no recourse for the payment of any amount owing by the Borrower hereunder against any other party hereto or any officer, director, employee, shareholder, incorporator or other Affiliate of such Person or any entity controlling such Person. The obligations under this Section 12.18(a) shall survive the termination of this Agreement and the payment of the Obligations.

(b) Each party (other than the Borrower) agrees not to cause the filing of a petition for the winding up of the Borrower for the non‑payment of any amounts provided in this Agreement until at least one year (or, if longer, the applicable preference period then in effect) plus one day, after the payment in full of amounts owing to the Secured Parties hereunder and, if the Closing Date shall have occurred, under any securities issued in a Take-Out CLO. The obligations under this Section 12.18(b) shall survive the termination of this Agreement and the payment of the Obligations.

Section 12.19 Confidentiality.

(a) Each of the Lenders, each of the Equity Investors and each of the Agents agrees that it shall maintain confidentiality with regard to nonpublic information concerning the Borrower, the Collateral Loans, any Obligor, the Retention Provider or the Collateral Manager obtained pursuant to or in connection with this Agreement or any other Loan Document ("Confidential Information"), providedthat the Lenders, the Equity Investors and the Agents shall not be precluded from making disclosure regarding Confidential Information: (i) to the Lenders', the Equity Investors' and Agents' counsel, accountants and other professional advisors on a (including auditors, actuaries, and consultants) (it being understood that the Persons to whom such disclosure is made (x) will be informed of the confidential nature of Confidential Information, and (y) be instructed and obligated to keep such information confidential); (ii) to officers, directors, employees, examiners, agents and partners of each Lender, each Equity Investor and their respective Affiliates and the Agents and their Affiliates who need to know Confidential Information in accordance with customary practices for Lenders or the Equity Investors, as applicable, of such type (it being understood that the Persons to whom such disclosure is made (x) will be informed of the confidential

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nature of Confidential Information, and (y) be instructed and obligated to keep Confidential Information confidential); (iii) in response to a subpoena or order of a court or governmental agency or regulatory authority (including bank and insurance examiners); (iv) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section, to (1) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement (including such parties' investors or investment or professional advisors), (provided, the Lenders, the Equity Investors and Agents shall require that any such entity agree in writing to be subject to this Section 12.19; however, Lenders, Equity Investors and Agents shall have no duty to monitor any participating entity and shall have no liability in the event that any participating entity violates this Section 12.19); (v) as required by law or legal process, GAAP or applicable regulation (including to banking, insurance or other regulatory entity in connection with a Lender's, Equity Investor's or Agent's ordinary course corporate governance or regulatory obligations); (vi) as reasonably necessary in connection with the exercise of any remedy hereunder or under any other Loan Document to the extent the Person that receives Confidential Information agrees to be subject to this Section 12.19; (vii) on a confidential basis to (1) any rating agency in connection with rating the Borrower or its Subsidiaries, (viii) any Person (and any of its officers, directors, employees, agents or advisors) that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, an actual or proposed transaction relating to, all or a part of any amounts payable to or for the benefit of any Lender under any Loan Document (including any rating agency); (ix) to the extent required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage under which payments are to be made or may be made by reference to this Agreement or (x) to the National Association of Insurance Commissioners or any similar federal, state or local organization, or any nationally recognized rating agency that requires access to information about such Lender's or such Equity Investor's investment portfolio. In connection with enforcing its rights pursuant to this Section 12.19, the Borrower shall be entitled to the equitable remedies of specific performance and injunctive relief against the Agents, any Lender, any Equity Investor or any subsequent party that agrees to be bound hereto which shall breach the confidentiality provisions of this Section 12.19. Any Person that proposes to disclose any Confidential Information pursuant to subclauses (iii) or (v) of this Section 12.19(a) shall, to the extent practical, (1) provide the Borrower and the Collateral Manager with prompt written notice of such proposed disclosure, (2) at the expense of the Borrower, reasonably cooperate with the Borrower or the Collateral Manager so that such Person may obtain a protective order or other appropriate remedy with respect to the information to be disclosed or otherwise obtain satisfactory assurances that such Confidential Information will be treated as confidential and proprietary and (3) disclose only that information that is, in the opinion of counsel (including internal counsel) to such Person, legally required to be disclosed. The foregoing clauses (1) through (3) shall not apply to any Agent to the extent that a disclosure is made by such Agent to any bank examiner, regulatory or self-regulatory authority in the course of such examiner's or authority's routine examination or inspection of such Agent's business or operations which does not specifically target the Confidential Information to be disclosed. Notwithstanding anything herein to the contrary, all prospective Lenders and participants shall be required to execute a non-disclosure agreement in form and substance reasonably acceptable to the Borrower prior to the receipt of any Confidential Information, unless otherwise waived by the Borrower in its sole discretion.

(b) Notwithstanding anything herein to the contrary, neither the Borrower nor the Collateral Manager shall have any obligation to disclose information that any of the Borrower, the Collateral Manager, any of their Affiliates or any of their respective officers, employees or directors is prohibited from disclosing pursuant to applicable confidentiality restrictions.

(c) Notwithstanding any contrary agreement or understanding, the Collateral Manager, the Borrower, the Agents, the Equity Investors and the Lenders (and each of their respective employees, representatives or other agents) may disclose to any and all Persons the tax treatment and tax structure of the transactions contemplated by this Agreement (and, for the avoidance of doubt, only those

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transactions contemplated by this Agreement) and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The foregoing provision shall apply from the beginning of discussions between the parties hereto. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. tax treatment of the transaction under applicable U.S. federal, state or local law, and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. tax treatment of the transaction under applicable U.S. federal, state or local law.

Section 12.20 [Reserved].

Section 12.21 Fundings/Loans Made in the Ordinary Course of Business. The Borrower and each Lender, each as to itself only, represents, warrants and covenants that each payment by the Borrower to such Lender under this Agreement will have been made (i) in payment of a debt incurred by the Borrower or a loan made by such Lender, respectively, in the ordinary course of business or financial affairs of the Borrower and each Lender and (ii) in the ordinary course of business or financial affairs of the Borrower and each Lender.

Section 12.22 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any parties to any Loan Document, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, other than an Excluded Liability, may be subject to the Write-Down and Conversion Powers of an the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability including without limitation a reduction in any accrued or unpaid interest in respect of such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the applicable terms of any relevant agreement governing such liability to give effect to the exercise of the write-down and conversion powers of any Resolution Authority.

The Borrower shall provide notice to the Agents of any Bail-In Action that results in the reduction or termination of the Commitment of any Lender hereunder.

Section 12.23 PATRIOT Act Notice. Each Agent, each Equity Investor and each Lender hereby notifies the Borrower that, pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Agent, such Equity Investor or such Lender to identify the Borrower in accordance with the PATRIOT Act. The Borrower shall provide, to the

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extent commercially reasonable, such information and take such actions as are reasonably requested by any Lender, any Equity Investor or Agent in order to assist such Lender, such Equity Investor or Agent, as applicable, in maintaining compliance with the PATRIOT Act. The provisions of this Section 12.23 shall survive termination of this Agreement.

Section 12.24 Holders of Membership Interests. Each Equity Investor by its execution of the LLC Agreement or purchase of an interest in the corresponding Membership Interest agrees to the provisions of this Agreement applicable to each such Equity Investor.

Section 12.25 Usury Savings Clause. It is the intention of the parties hereto that interest on any Loans shall not exceed the maximum rate permissible under Applicable Law. Accordingly, notwithstanding anything herein or any Loan Note to the contrary, in the event any interest is charged to, collected from or received from or on behalf of the Borrower by the Lenders of any Loans pursuant hereto or thereto in excess of such maximum lawful rate, then the excess of such payment over that maximum shall be applied first to the payment of amounts then due and owing by the Borrower to the Lenders under this Agreement or thereunder (other than in respect of principal of and interest on the Loans) and then to the reduction of the outstanding principal amount of the Loans.

Section 12.26 Representations and Covenants of Equity Investors.

(a) Each Equity Investor shall be deemed to represent to the Administrative Agent and each of the Lenders that as of the Closing Date or the date on which it becomes an Equity Investor hereunder, (i) it is a qualified purchaser for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended, and (ii) it in good faith (and in reliance on the accuracy of the representations contained in the first two sentences of Section 4.10) is not relying upon any Margin Stock as collateral in the extension or maintenance of the credit provided for in this Agreement.

Section 12.27 Acknowledgement Regarding Any Supported QFCs. To the extent that this Agreement provides support, through a guarantee or otherwise, for Interest Hedge Agreements or any other agreement or instrument that is a QFC (such support, "QFC Credit Support" and each such QFC a "Supported QFC"), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the "U.S. Special Resolution Regimes") in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that this Agreement and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a) In the event a Covered Entity that is party to a Supported QFC (each, a "Covered Party") becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised underthe U.S. Special Resolution Regime if the Supported QFC and this Agreement were governed by the laws of the United States or a state of the United States. Without limitation

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of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b) As used in Section 12.27 (a), the following terms have the followingmeanings:

"BHC Act Affiliate" of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

"Covered Entity" means any 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

(iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R.§ 382.2(b).

"Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

"QFC" has the meaning assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

Article XIII
ASSIGNMENT OF COLLATERAL MANAGEMENT AGREEMENT

Section 13.1 Assignment of Collateral Management Agreement.

(a) The Borrower hereby acknowledges that its Grant pursuant to the Granting Clause hereof includes all of the Borrower's estate, right, title and interest in, to and under the Collateral Management Agreement, including (i) the right to give all notices, consents and releases thereunder, (ii) the right to take any legal action upon the breach of an obligation of the Collateral Manager under the Collateral Management Agreement, including the commencement, conduct and consummation of proceedings at law or in equity, (iii) the right to receive all notices, accountings, consents, releases and statements thereunder and (iv) the right to do any and all other things whatsoever that the Borrower is or may be entitled to do thereunder; providedthat notwithstanding anything herein to the contrary, the Agents shall not have the authority to exercise any of the rights set forth in (i) through (iv) above or that may otherwise arise as a result of the Grant until the occurrence of an Event of Default hereunder and such authority shall terminate at such time, if any, as such Event of Default is cured or waived (so long as the exercise of remedies has not commenced or such Event of Default has been waived following the commencement of the exercise of remedies). From and after the occurrence and continuance of an Event of Default, the Collateral Manager shall continue to perform and be bound by the provisions of the Collateral Management Agreement and this Agreement. The Collateral Agent shall be entitled to rely and be protected in relying upon all actions and omissions to act of the Collateral Manager thereafter as fully as if no Event of Default had occurred.

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(b) The assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish the obligations of the Borrower under the provisions of the Collateral Management Agreement or the other documents referred to in clause (a) above, nor shall any of the obligations contained in the Collateral Management Agreement or such other documents be imposed on the Agents.

(c) Upon the occurrence of the Stated Maturity (or, if earlier, the payment in full of all of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) and the termination of all of the Commitments), the payment of all amounts required to be paid pursuant to the Priority of Payments and the release of the Collateral from the lien of this Agreement, this assignment and all rights herein assigned to the Collateral Agent for the benefit of the Secured Parties shall cease and terminate and all the estate, right, title and interest of the Collateral Agent in, to and under the Collateral Management Agreement and the other documents referred to in this Section 13.1 shall revert to the Borrower and no further instrument or act shall be necessary to evidence such termination and reversion.

(d) The Borrower represents that it has not executed any other assignment of the Collateral Management Agreement.

(e) The Borrower agrees that this assignment is irrevocable until the Obligations have been repaid in full and all Commitments have terminated, and that it will not take any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The Borrower will, from time to time, execute all instruments of further assurance and all such supplemental instruments with respect to this assignment as may be necessary to continue and maintain the effectiveness of such assignment.

(f) The Borrower hereby agrees, and hereby undertakes to obtain the agreement and consent of the Collateral Manager in the Collateral Management Agreement, to the following:

(i) The Collateral Manager shall consent to the provisions of this assignment and agree to perform any provisions of this Agreement applicable to the Collateral Manager subject to the terms of the Collateral Management Agreement.

(ii) The Collateral Manager shall acknowledge that the Borrower is collaterally assigning all of its right, title and interest in, to and under the Collateral Management Agreement to the Collateral Agent for the benefit of the Secured Parties subject to the proviso in Section 13.1(a).

(iii) The Collateral Manager shall deliver to the Agents copies of all notices, statements, communications and instruments delivered or required to be delivered by the Collateral Manager to the Borrower pursuant to the Collateral Management Agreement.

(iv) Neither the Borrower nor the Collateral Manager will enter into any agreement amending, modifying or terminating the Collateral Management Agreement without complying with the applicable terms thereof.

(v) Except as otherwise set forth herein and therein (including pursuant to Sections 12 and 13 of the Collateral Management Agreement), the Collateral Manager shall continue to serve as Collateral Manager under the Collateral Management Agreement notwithstanding that the Collateral Manager shall not have received amounts due it under the Collateral Management Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments. The Collateral Manager agrees not to cause the filing of

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a petition in bankruptcy against the Borrower for the nonpayment of the fees or other amounts payable by the Borrower to the Collateral Manager under the Collateral Management Agreement until the payment in full of all of the Obligations and the termination of all of the Commitments and the expiration of a period equal to one year (or, if longer, the applicable preference period) and a day following such payment. Nothing in this Section 13.1 shall preclude, or be deemed to stop, the Collateral Manager (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Borrower or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Collateral Manager or any of its Affiliates, or (ii) from commencing against the Borrower or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding.

(vi) Except with respect to transactions contemplated by the Collateral Management Agreement, if the Collateral Manager determines that it or any of its Affiliates has a conflict of interest between the Lenders and any other account or portfolio for which the Collateral Manager or any of its Affiliates is serving as investment adviser which relates to any action to be taken with respect to any Collateral, then the Collateral Manager will give written notice to the Agents, who shall promptly forward such notice to the relevant Lender, briefly describing such conflict and the action it proposes to take. The provisions of this clause (vi) shall not apply to any transaction permitted by the terms of the Collateral Management Agreement.

Article XIV
The Collateral Custodian.

Section 14.1 Appointment; Initial Custodian. The Collateral Agent (at direction of the Borrower, the Administrative Agent and the Lenders) hereby appoints Western Alliance to act as Collateral Custodian (the "Collateral Custodian"), for the benefit of the Secured Parties. The Collateral Custodian hereby accepts such agency appointment to act as Collateral Custodian pursuant to the terms of this Agreement, until its resignation or removal as Collateral Custodian pursuant to the terms hereof. The rights, protections, immunities and indemnities afforded to the Collateral Agent under this ‎Agreement shall also be afforded to the Collateral Custodian.

Section 14.2 Duties of Collateral Custodian.

(a) Duties. From the Closing Date until its removal pursuant to Section 7.8, the Collateral Custodian shall perform, on behalf of the Secured Parties, the following duties and obligations:

(i) As Collateral Custodian of any Related Contracts for a Collateral Loan hereunder to the extent such Related Contracts are received and held by the Collateral Custodian in physical form (the "Custodial Documents"), the Collateral Custodian shall accept and retain custody of the Custodial Documents delivered to it by the Borrower (or the Collateral Manager on its behalf). In connection with each delivery of Related Contracts and related Loan Checklist for a Collateral Loan hereunder delivered to the Collateral Custodian, the Collateral Manager shall provide to the Collateral Custodian a Loan Checklist that contains a list of all Related Contracts and an electronic file (in EXCEL or a comparable format) that contains the Collateral Loan identification number, the original principal balance of such Collateral Loan and the name of the Obligor with respect to such related Collateral Loan and such other information with respect thereto as the Collateral Custodian reasonably may require in connection with its duties hereunder. The Collateral Custodian shall be deemed to be acting as the agent on behalf of the Collateral Agent and the Secured Parties; providedthat the Collateral Custodian makes no representations as to the

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existence, perfection or priority of any lien on the Loan Assets or the Custodial Documents; and providedfurtherthat the Collateral Custodian's duties as agent shall be limited to those expressly contemplated herein. All Custodial Documents that are delivered to the Collateral Custodian shall be delivered to Western Alliance either (1) electronically in a format acceptable to the Collateral Custodian (other than promissory notes or other instruments, for which originals shall be delivered) or (ii) at its Corporate Trust Office, and shall be held at its offices at Western Alliance Trust Company, N.A., 3601 Minnesota Drive Suite 800, Bloomington MN 55435, Attn: Corporate Trust Operations – SLP 2 MM CLO WH 2 or at such other office as shall be specified to the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower by the Collateral Custodian in a written notice prior to such change (such office, the "Custodian Office"). All Custodial Documents that are originals or copies shall be kept in fire resistant vaults, rooms or cabinets at the Custodian Office and placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All Custodial Documents that are originals or copies shall be clearly segregated from any other documents or instruments maintained by the Collateral Custodian. The Collateral Custodian shall have no obligation to review or monitor any Custodial Documents or the information provided on the Loan Checklist or electronic file provided hereunder but shall only be required to hold the Custodial Documents in safekeeping. In connection with each delivery of Custodial Documents hereunder to the Collateral Custodian, the Collateral Manager shall provide to the Collateral Custodian a copy of the Loan Asset Schedule together with the electronic file required above.

(ii) On a monthly basis (concurrently with the delivery of each Collateral Report), the Collateral Custodian shall provide a written report to the Collateral Agent, the Administrative Agent and the Collateral Manager identifying for each Loan Asset for which it holds Custodial Documents the Collateral Loan identification number, the original principal balance of such Collateral Loan and the name of the Obligor with respect to such related Collateral Loan. So long as the Custodian and the Collateral Administrator are the same party, the Collateral Report ‎and the report required by this Section 14(a)(ii) may, but need not, be combined in the same ‎report.

(iii) Notwithstanding any provision to the contrary elsewhere in the Loan Documents, the Collateral Custodian shall not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Loan Documents or otherwise exist against the Collateral Custodian. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Collateral Custodian shall not be deemed to assume any obligations or liabilities of the Borrower or Collateral Manager hereunder or under any other Loan Document.

(b)

(i) The Collateral Custodian agrees to cooperate with a Majority of the Lenders (through the Administrative Agent) and the Collateral Agent (acting at the direction of a Majority of the Lenders) and deliver any Custodial Documents to the Collateral Agent, the Lenders, the Collateral Manager or the Borrower (pursuant to a written request in the form of Exhibit I), as applicable, as requested in order to take any action that a Majority of the Lenders deem necessary or desirable in order for the Collateral Agent or a Majority of the Lenders to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including any rights arising with respect to Article VI. In the event the Collateral Custodian receives instructions from the Collateral Agent, the Collateral Manager or the Borrower which conflict with any instructions

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received by a Majority of the Lenders, the Collateral Custodian shall rely on and follow the instructions given by a Majority of the Lenders (through the Administrative Agent).

(ii) A Majority of the Lenders (through the Administrative Agent) may direct the Collateral Custodian to take any action incidental to its duties hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of a Majority of the Lenders; providedthat, the Collateral Custodian shall not be required to take any action hereunder at the request of a Majority of the Lenders, any Secured Party or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of a Majority of the Lenders and the Collateral Custodian does not receive a consent (either positive or negative) from a Majority of the Lenders within 10 Business Days of its receipt of such request, then a Majority of the Lenders shall be deemed to have declined to consent to the relevant action.

(iii) The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian or a Majority of the Lenders. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless an Administrative Officer of the Collateral Custodian has knowledge of such matter or written notice thereof is received by the Collateral Custodian.

Section 14.3 Collateral Custodian Compensation. The Collateral Custodian shall be entitled to the amounts set forth in any related fee agreement and under the Loan Documents as compensation for its custodial activities hereunder. The Borrower agrees to reimburse the Collateral Custodian for all reasonable and documented expenses incurred by the Collateral Custodian in accordance with any provision of this Agreement or the other Loan Documents. The Collateral Custodian's entitlement to receive fees for its services hereunder shall cease on the earlier to occur of: (a) its removal as Collateral Custodian and Custodian pursuant to Section 7.8 of this Agreement, (b) its resignation as Collateral Custodian and Custodian pursuant to Section 7.8 of this Agreement or (c) the termination of this Agreement; providedthat, for the avoidance of doubt, the Collateral Custodian shall remain entitled to receive, as and when such amounts are payable under the terms of this Agreement, any unpaid fees prior to the release of all Custodial Documents from the custody of the Collateral Custodian. Such fees and expenses due to the Collateral Custodian shall be paid by the Borrower subject to and in accordance with the Priority of Payments.

Section 14.4 Limitation on Liability.

(a) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership, title or transferability of the Collateral Loans, and will not be required to and will not make any representations as to the validity, value, priority or perfection of any of the Collateral Loans.

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(b) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Related Contracts.

(c) Subject in all cases to the last sentence of Section 14.2(b)(i), in case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, prior to the occurrence of an Event of Default, request instructions from the Collateral Manager and may, after the occurrence of an Event of Default, request instructions from a Majority of the Lenders, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Collateral Manager or a Majority of the Lenders, as applicable. The Collateral Custodian shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of a Majority of the Lenders. In no event shall the Collateral Custodian be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits or diminution in value), even if the Collateral Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action. The Collateral Custodian may rely upon instructions provided by the Administrative Agent as if provided by a Majority of the Lenders directly.

(d) The Collateral Custodian shall have no responsibilities or duties with respect to any Custodial Documents while such Custodial Documents are not in its possession.

(e) All rights, privileges, immunities and indemnities of the Custodian set forth in this Agreement shall also apply to it in its capacity as the Collateral Custodian.

Section 14.5 Collateral Custodian Resignation. Upon the effective date of the Collateral Custodian's resignation pursuant to Section 7.8, or if a Majority of the Lenders give the Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall deliver all of the Custodial Documents in the possession of the Collateral Custodian to the Collateral Manager or to such Person as a Majority of the Lenders may designate to the Collateral Custodian in writing upon the receipt of a request in the form of Exhibit I; providedthat the Borrower shall have given its consent to any successor Collateral Custodian (such consent not to be unreasonably withheld or delayed).

Section 14.6 Release of Documents.

(a) Release for Servicing. From time to time and as appropriate for the enforcement or servicing of any of the Collateral Loans, the Collateral Custodian is hereby authorized (unless and until such authorization is revoked by a Majority of the Lenders or the Administrative Agent on their behalf), upon written receipt from the Collateral Manager of a request for release of documents and receipt in the form annexed hereto as Exhibit I, to release to the Collateral Manager within three Business Days of receipt of such request, the Custodial Documents or the documents set forth in such request and receipt to the Collateral Manager. All documents so released to the Collateral Manager shall be held by the Collateral Manager in trust for the benefit of the Collateral Agent, on behalf of the Collateral Agent and the Secured Parties in accordance with the terms of this Agreement. The Collateral Manager shall return to the Collateral Custodian the Custodial Documents or other such documents (i) promptly upon the request of a Majority of the Lenders or the Administrative Agent on their behalf or (ii) when the Collateral Manager's need therefor in connection with such foreclosure or servicing no longer exists, unless the Loan Asset shall be liquidated, in which case, the Collateral Manager shall deliver an additional request for release of documents to the Collateral Custodian and receipt certifying such liquidation from the Collateral Manager to the Collateral Agent, all in the form annexed hereto as Exhibit I.

(b) Limitation on Release. The foregoing provision with respect to the release to the Collateral Manager of the Custodial Documents by the Collateral Custodian upon request by the Collateral

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Manager shall be operative only to the extent that a Majority of the Lenders (or the Administrative Agent on their behalf) have not notified the Collateral Custodian in writing of its revocation of the authorization to release Custodial Documents as set forth in Section 14.6(a) above by a Majority of the Lenders or the Administrative Agent on their behalf. Promptly after delivery to the Collateral Custodian of any request for release of documents, the Collateral Manager shall provide notice of the same to the Administrative Agent and a Majority of the Lenders.

(c) Release for Payment. Upon receipt by the Collateral Custodian of the Collateral Manager's request for release of documents and receipt in the form annexed hereto as Exhibit I(which certification shall include a statement to the effect that all amounts received in connection with such payment or repurchase have been credited to the Collection Account), the Collateral Custodian shall promptly release the related Custodial Documents to the Collateral Manager.

(d) Shipment of Custodial Documents. Written instructions as to the method of shipment and shipper(s) the Collateral Custodian is directed to utilize in connection with the transmission of Custodial Documents in the performance of the Collateral Custodian's duties hereunder shall be delivered by the Borrower, the Collateral Manager or a Majority of the Lenders (or the Administrative Agent on their behalf) to the Collateral Custodian prior to any shipment of any Custodial Documents hereunder. The Collateral Manager shall arrange for the provision of such services at its sole cost and expenses (or, at the Collateral Custodian's option, reimburse the Collateral Custodian for all costs and expenses incurred by the Collateral Custodian consistent with such instructions) and shall maintain such insurance against loss or damage to the Custodial Documents as the Collateral Manager deems appropriate.

Section 14.7 Return of Custodial Documents. The Borrower may, with the prior written consent of a Majority of the Lenders or the Administrative Agent (such consent not to be unreasonably withheld), require that the Collateral Custodian return each Custodial Document (a) delivered to the Collateral Custodian in error or (b) released from the Lien of the Collateral Agent hereunder pursuant to Section 8.7, in each case by submitting to the Collateral Custodian, the Administrative Agent and a Majority of the Lenders a written request in the form of Exhibit Ihereto (signed by the Borrower, the Collateral Manager and the Administrative Agent, acting on behalf of a Majority of the Lenders) specifying the Custodial Document(s) to be so returned and reciting that the conditions to such release have been met (and specifying the Section or Sections of this Agreement being relied upon for such release). The Collateral Custodian shall upon its receipt of each such request for return executed by the Borrower and a Majority of the Lenders or Administrative Agent on their behalf promptly, but in any event within five Business Days, return the Custodial Document(s) so requested to the Borrower.

Section 14.8 Access to Certain Documentation and Information Regarding the Collateral Loans. The Collateral Custodian shall provide to each Lender or its designated agent access to the Custodial Documents and all other documentation regarding the Collateral Loans including in such cases where the agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded at the expense of the Borrower and only (a) upon two Business Days prior written request, (b) during normal business hours and (c) subject to the Collateral Manager's and the Collateral Custodian's normal security and confidentiality procedures. Without limiting the foregoing provisions of this Section 14.8, from time to time on request of a Majority of the Lenders, the Collateral Custodian shall permit certified public accountants or other auditors acceptable to a Majority of the Lenders to conduct, at the expense of the Borrower, a review of the Custodial Documents; providedthat, prior to the occurrence of a Default or an Event of Default, such review shall be conducted no more than two times in any calendar year.

Section 14.9 Collateral Custodian Agent. The Collateral Custodian agrees that, with respect to any Custodial Documents at any time or times in its possession, the Collateral Custodian shall be

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the agent of the Collateral Agent, for the benefit of the Secured Parties, for purposes of perfecting (to the extent not otherwise perfected) the Collateral Agent's security interest in the Collateral Loans and Related Property and for the purpose of ensuring that such security interest is entitled to first priority status under the UCC.

Article XV
[RESERVED]

Article XVI
THE COLLATERAL ADMINISTRATOR

Section 16.1 Designation.‎

(a) ‎ Until a successor Collateral ‎Administrator is appointed in accordance with this Article XVI, Western Alliance is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties ‎and obligations of, Collateral Administrator pursuant to the terms hereof and of the other Loan ‎Documents to which the Collateral Administrator is a party.‎

(b) Upon the Collateral Administrator's receipt ‎of written notice from the Administrative Agent of the designation of a successor Collateral ‎Administrator pursuant to the provisions of Section 16.6, the Collateral Administrator agrees that it will ‎terminate its activities as Collateral Administrator hereunder. Notwithstanding such termination, the ‎Collateral Administrator shall be entitled to receive all accrued and unpaid fees and Administrative ‎Expenses due and owing to it at the time of such termination subject to the Priority of Payments.‎

Section 16.2 Certain Duties and Powers.‎

(a) ‎The Collateral Administrator shall assist the Borrower and the Collateral ‎Manager in connection with monitoring the Collateral by maintaining a database on certain ‎characteristics of the Collateral on an ongoing basis and providing to the Borrower and the Collateral ‎Manager (and, where applicable, the Borrower's independent professional accountants) certain reports, ‎schedules, calculations and other data which the Borrower is required to prepare and deliver under this ‎Agreement, as well as providing the Borrower and the Collateral Manager reasonable cooperation in ‎respect thereof. The Collateral Administrator's duties and authority to act as Collateral Administrator ‎hereunder are limited to the duties and authority specifically provided for in this Agreement. The ‎Collateral Administrator shall not be deemed to assume the obligations of the Borrower or the Collateral ‎Manager hereunder. Without limiting the foregoing, the Collateral Administrator shall perform the ‎following functions:‎

(i) ‎not later than fifteen (15) Business Days after the date hereof, the Collateral ‎Administrator shall create a collateral database with respect to the Collateral (the "Collateral ‎Database") and update the Collateral Database daily for changes, including to reflect the sale or ‎other disposition of the Collateral, based upon, and to the extent of, information furnished to the ‎Collateral Administrator by the Borrower or the Collateral Manager as may be reasonably required ‎by the Collateral Administrator;‎

(ii) ‎the Collateral Administrator shall provide such other information with respect to ‎the Collateral as may be routinely maintained by the Collateral Administrator or as may be ‎required

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by this Agreement, in each case as the Borrower, Collateral Manager or the ‎Administrative Agent may reasonably request from time to time;‎

(iii) ‎all calculations made by the Collateral Administrator hereunder using ‎information that is not routinely maintained by the Collateral Administrator, including EBITDA, ‎shall be made using such amounts as provided by the Administrative Agent, the Borrower or the ‎Collateral Manager to the Collateral Administrator;‎

(iv) ‎the Collateral Administrator shall update the Collateral Database promptly for ‎ratings changes upon receipt of written notice thereof;‎

(v) ‎the Collateral Administrator shall update the Collateral Database promptly for ‎Collateral Loans and Eligible Investments acquired or sold or otherwise disposed of and for any ‎amendments or changes to Collateral Loan amounts or interest rates upon receipt of written notice thereof;‎

(vi) ‎the Collateral Administrator shall calculate, using the information contained in ‎the Collateral Database and subject to the Collateral Administrator's receipt from the Collateral ‎Manager of the information required to be provided to the Collateral Administrator, each item ‎required to be stated in the Quarterly Payment Date Report and shall prepare and arrange for the delivery of ‎each Quarterly Payment Date Report and shall deliver a draft of such Quarterly Payment Date Report not later than ‎the day that is three (3) Business Days prior to the applicable Quarterly Payment Date to the ‎Borrower and the Collateral Manager (and, following an Event of Default, the Administrative ‎Agent and the Collateral Manager) for the Collateral Manager's (or Administrative Agent's, as ‎applicable) review. The parties acknowledge and agree that the Collateral Manager shall provide, ‎and the Collateral Administrator shall have no duty or responsibility to determine, the underlying ‎information (or perform the underlying calculations) provided to it. The parties further ‎acknowledge that the Collateral Administrator shall not be responsible for determining the ‎Applicable Rate with respect to any Loan, which shall be solely provided by the Administrative ‎Agent.‎

(vii) ‎the Collateral Administrator shall assist and reasonably cooperate with the ‎independent professional accountants in the preparation of those reports required hereunder; and

(viii) ‎the Collateral Administrator shall provide the Collateral Manager with such other ‎information as may be reasonably requested in writing by the Collateral Manager and as is within ‎the possession of the Collateral Administrator.‎

(b) ‎No provision of this Agreement shall be construed to relieve the Collateral ‎Administrator from liability for its own grossly negligent action, its own grossly negligent failure to act, ‎its own willful misconduct or its own bad faith, except that:‎

(i) ‎the Collateral Administrator shall not be liable for any error of judgment made in ‎good faith by an Authorized Officer of the Collateral Administrator and without willful ‎misconduct or gross negligence of the Collateral Administrator's duties ‎hereunder;‎

(ii) ‎no provision of this Agreement shall require the Collateral Administrator to ‎expend or risk its own funds or otherwise incur any financial liability in the performance of any of ‎its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it ‎shall have reasonable grounds for believing that repayment of such funds or indemnity ‎satisfactory to it

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against such risk or liability is not reasonably assured to it unless such risk or ‎liability relates to the performance of its ordinary services under this Agreement; and

(iii) ‎in no event shall the Collateral Administrator be liable for special, punitive, ‎indirect, incidental or consequential loss or damage of any kind whatsoever (including but not ‎limited to lost profits or diminution in value) even if the Collateral Administrator has been ‎advised of the likelihood of such damages and regardless of the form of such action.‎

Section 16.3 Certain Rights of the Collateral Administrator.‎

Except as otherwise provided in this Article XVI:‎

(a) ‎The Collateral Administrator may conclusively rely on and shall be fully ‎protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, ‎opinion, report, notice, request, direction, consent, order, note or other paper or document reasonably ‎believed by it, acting in good faith, to be genuine and to have been signed or presented by the proper party ‎or parties absent manifest or demonstrable error;‎

(b) ‎If, in performing its duties under this Agreement, the Collateral Administrator is ‎required to decide between alternative courses of action, the Collateral Administrator may request written ‎instructions from the Collateral Manager acting on behalf of the Borrower as to the appropriate course of ‎action desired by it. If the Collateral Administrator does not receive such instructions within two (2) ‎Business Days after it has requested them, the Collateral Administrator may, but shall be under no duty ‎to, take or refrain from taking any such courses of action, provided that the Collateral Administrator shall, ‎as soon as practicable thereafter, notify the Collateral Manager of which course of action, if any, it has ‎decided to take. The Collateral Administrator shall act in accordance with instructions received after such two (2) Business Day period except to the extent it has already, in good faith, taken, or committed itself to take, action ‎inconsistent with such instructions. The Collateral Administrator shall be entitled to rely on the advice ‎of legal counsel and independent accountants selected with due care in performing its duties hereunder and shall be deemed to ‎have acted in good faith if it acts in accordance with such advice; and

(c) ‎To the extent not inconsistent herewith the Collateral Administrator shall be ‎entitled to each of the rights, privileges, immunities and indemnities as provided for the Collateral Agent ‎hereunder, mutatis mutandis.‎

Section 16.4 Reliance on Collateral Database.

With respect to the duties described in ‎Section 16.2, the Collateral Administrator, is entitled to rely conclusively, and shall be fully protected in ‎so relying, on the contents of the information contained in the Collateral Database, including, but not ‎limited to, the completeness and accuracy thereof, provided by the Collateral Manager. The Collateral ‎Administrator shall not have any liability for any errors in the content of any the information provided by ‎the Collateral Manager and, except as specifically provided herein, shall not be required to verify, ‎recompute, reconcile or recalculate any such information or data. Without limiting the generality of any ‎terms of the foregoing, and in each case absent gross negligence of wilful misconduct of the Collateral Administrator, (i) the Collateral Administrator shall have no liability for (A) any failure, inability ‎or unwillingness on the part of the Collateral Manager to provide accurate and complete information on a ‎timely basis to the Collateral Administrator or otherwise on the part of the Collateral Manager to comply ‎with the terms of this Agreement or any other Loan Document or (B) any inaccuracy or error in the ‎performance of or observance by the Collateral Administrator of any of its duties hereunder or any other ‎failure of the Collateral Administrator to comply with the terms of this Agreement in each case, that is ‎caused by or results from any such inaccurate, incomplete or untimely information received by

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the ‎Collateral Administrator and (ii) the Collateral Administrator shall rely conclusively on the information ‎in the Collateral Database as to the correct characterization or categorization of any Collateral Loan, ‎including the Collateral Manager's determination of whether such loan constitutes a Collateral Loan.‎

Section 16.5 Compensation and Reimbursement.

The Borrower agrees to pay, and the ‎Collateral Administrator shall be entitled to receive, as compensation for the Collateral Administrator's ‎performance of the duties called for herein, the amounts set forth in the related fee agreement. The Borrower agrees ‎to reimburse the Collateral Administrator for all ‎reasonable and documented expenses incurred by the Collateral Administrator in accordance ‎with any ‎provision of this Agreement or the other Loan Documents‎. Such fees and expenses due to the Collateral ‎Administrator shall be paid by the Borrower subject to and in ‎accordance with the Priority of Payments.‎

Section 16.6 Availability of Certain Information

(a) In connection with the Borrower’s obligations as the Designated Reporting Entity, the Borrower may from time to time direct the Collateral Administrator to post to the Reporting Website the Reporting Documents provided to it by the Borrower (or the Collateral Manager on its behalf), in each case which shall be provided to the ‎Collateral Administrator (along with a written direction to post) solely via e-mail submission in PDF format at ‎bain_db_trustee@list.db.com, and to ‎make such Reporting Documents available on the ‎Reporting Website ‎. The Borrower agrees that it shall provide the Collateral Administrator with such Reporting Documents (along with a written direction to post) at least one Business Day prior to the date on which the Borrower ‎requires ‎such documentation to be made available on the Reporting Website; providedthat any such ‎Reporting Documents that are received by the Collateral Administrator after 5:00 PM ET shall be ‎deemed to be provided to the Collateral Administrator on the following Business Day.‎

(b) The Reporting Website shall be accessible only to persons who completes a Website Certification . In addition, in connection with providing access to the Reporting Website, the ‎Collateral Administrator, the Borrower, and the Collateral Manager shall be entitled to (a) affix ‎additional disclaimers excluding liability of the Collateral Administrator for the information ‎provided on the Reporting Website and (b) require any other information reasonably requested by the ‎Collateral Administrator or the Borrower or the Collateral Manager in connection with any Relevant Recipient gaining access to the Reporting Website.‎

(c) The Borrower acknowledges that, notwithstanding anything herein or in any other ‎document to the contrary, in no event shall the Collateral Administrator be responsible for ‎posting any information other than the Reporting Documents received by it in accordance ‎herewith. The Borrower confirms ‎that it ‎will be solely responsible (in consultation with the Collateral Manager) for ‎handling and ‎‎responding to any queries raised by Relevant Recipients having access to ‎the ‎Reporting Documents on the Reporting Website and agrees that the Collateral Administrator shall ‎have no ‎‎responsibility for dealing with any such queries.‎

(d) By posting the Reporting Documents to the Reporting Website, the Collateral Administrator ‎does not undertake any responsibility or obligation of the Borrower or any other party for ‎compliance with the Transparency and Reporting Requirements, the Securitisation Regulations or any other ‎applicable rule, law or regulation including without limitation securities laws.‎ The Collateral ‎Administrator does not assume any responsibility for the Borrower's or any other ‎Person's ‎obligations as the entity responsible to fulfil the reporting or other obligations under ‎the ‎Transparency and Reporting Requirements, the Securitisation Regulations or any other applicable rule, law or ‎regulation including without limitation securities laws.‎

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(e) The Collateral Administrator shall (i) have no obligation to review the Reporting Documents or any other documents directed by (or on behalf of) the Borrower to be posted on the ‎Reporting Website, as applicable, (ii) have no obligation to determine whether any Reporting Documents ‎are required to be posted on the Reporting Website in accordance with the Transparency ‎and Reporting Requirements or whether any other requirements of the Securitisation Regulations are ‎applicable, (iii) have no liability to the Borrower, the Collateral Manager, any ‎Relevant Recipient, any potential or actual lender or any other party in ‎connection with the posting or disclosure of any Reporting Documents posted to the ‎Reporting Website, and (iv) have no obligation to verify or monitor compliance by the Borrower or any other ‎party with the Transparency and Reporting Requirements, the Securitisation Regulations or any other rule, ‎law or regulation, and (v) have no ‎obligation for monitoring or ascertaining whether any person to whom it makes such ‎Reporting Documents available on the Reporting Website on behalf of the Borrower, falls within the ‎category of persons permitted or required to receive such information under the Securitisation ‎Regulations. ‎

(f) The Collateral Administrator shall act solely as an agent for the Borrower in posting any ‎Reporting Documents to the Reporting Website. In no event shall the Collateral Administrator be ‎deemed to make any representation or warranty in respect of the content of the Reporting Documents provided to it or posted to the Reporting Website, the content of the Reporting Website, or compliance with the Transparency and Reporting Requirements, the Securitisation Regulations, or any ‎other rule, law or regulation. ‎

(g) The Collateral Administrator shall be entitled to rely conclusively upon any instructions ‎it receives from, and any determinations made by, the Borrower or the Collateral Manager, and the ‎Collateral Administrator shall have no obligation, responsibility or liability whatsoever for ‎actions taken (or forbearance from action undertaken) pursuant to and in accordance with such ‎instructions or determinations. ‎

(h) The Collateral Administrator shall be entitled to conclusively rely upon any ‎Website Certification submitted on the Reporting Website pursuant to this Agreement, without any obligation to ‎monitor or verify the accuracy or genuineness thereof. ‎

(i) The Collateral Administrator shall not be liable for the accuracy, or completeness of the ‎information or data that has been provided to it pursuant to this Agreement and the Collateral ‎Administrator shall have no duty to verify, audit, re-compute, reconcile, recalculate or ‎otherwise independently investigate the veracity, accuracy, genuineness or completeness of any ‎such information, document or data, or its sufficiency for any purpose (including without ‎limitation for purposes of, or for compliance with, the Transparency and Reporting Requirements). The ‎Collateral Administrator shall not be liable for failing to perform, or for any delay in compiling ‎or making available the Reporting Documents‎, which results from or is caused by a failure ‎or delay on the part of the Borrower or the Collateral Manager in furnishing necessary, timely and ‎accurate information to the Collateral Administrator and assumes no responsibility to any ‎party, whether under or with respect to the Transparency and Reporting Requirements, or with respect to any ‎such party's use or onward disclosure of any documents posted on the Reporting Website or any ‎information contained in such documents, or otherwise. The Collateral Administrator shall not ‎be responsible for ‎monitoring the compliance of the ‎Borrower or any other person with the ‎Transparency and Reporting Requirements.‎

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.