Exhibit 10.7

EXECUTION VERSION

CREDIT AGREEMENT

dated as of October 4, 2017

by and among

BCSF I, LLC,

as Borrower,

VARIOUS LENDERS,

GOLDMAN SACHS BANK USA,

as Sole Lead Arranger

and Syndication Agent

GOLDMAN SACHS BANK USA,

as Administrative Agent

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Administrator

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent

and

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Custodian

TABLE OF CONTENTS

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CREDIT AGREEMENT

This CREDIT AGREEMENT, dated as of October 4, 2017 is entered into by and among:

(a)                                 BCSF I, LLC, a Delaware limited liability company (the “Borrower”);

(b)                                 the Lenders party hereto from time to time;

(c)                                  GOLDMAN SACHS BANK USA (“Goldman Sachs”), as syndication agent (in such capacity, the “Syndication Agent”) and as sole lead arranger (in such capacity, the “Arranger”);

(d)                                 GOLDMAN SACHS, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”);

(e)                                  U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Administrator (in such capacity, the “Collateral Administrator”);

(f)                                   U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Agent (in such capacity, the “Collateral Agent”); and

(g)                                  U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Custodian (in such capacity, the “Collateral Custodian”).

RECITALS

Capitalized terms used in these recitals and in the preamble shall have the respective meanings given to such terms in Section 1.1 hereof.

The Borrower has requested the Lenders to make available to it a credit facility hereunder in an aggregate principal amount not to exceed the Maximum Facility Amount as in effect from time to time, the proceeds of which will be used by the Borrower to Acquire certain Collateral Obligations, to pay certain fees and expenses and for the other limited purposes set forth in Section 2.3 hereof.

The Borrower Entities have agreed to secure all of the Obligations by granting to the Collateral Agent, for the benefit of Secured Parties, a Lien on all of their assets, all on the terms and subject to the conditions set forth herein and in the other Transaction Documents.

The Borrower Entities and the other Credit Parties form an affiliated group of Persons, and each Credit Party will derive substantial direct and indirect benefits from the making of the Loans to the Borrower Entities hereunder (which benefits are hereby acknowledged by each Credit Party party hereto).

Accordingly, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.                         DEFINITIONS AND INTERPRETATION

1.1.                            Definitions.

The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

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“Accounts Securities Intermediary” means a person acting as Securities Intermediary under an Account Control Agreement.

“Acquire” means to purchase, enter into, Originate, receive by contribution or otherwise acquire.  The terms “Acquired”, “Acquiring” and “Acquisition” have correlative meanings.

“Additional Documentation” means, for each Collateral Obligation, all Underlying Instruments for such Collateral Obligation required to be delivered to the Collateral Custodian in accordance with the Transaction Documents that do not constitute part of the Preliminary Documentation Package for such Collateral Obligation.

“Additional Information Request” is defined in Section 3.2(a).

“Additional Reports” is defined in Section 6.6.

“Additional Value Adjustment Events” means, with respect to any Collateral Obligation, such events or circumstances (if any) as may be agreed in writing between the Borrower and the Administrative Agent as “Additional Value Adjustment Events” with respect to such Collateral Obligation at the time a Borrower Entity first Acquires such Collateral Obligation.

“Adjusted Balance” means, for any Collateral Obligation at any time, the lower of:

(a)                                 the product of:

(1)                                 the Collateral Obligation Notional Amount of such Collateral Obligation at such time; and

(2)                                 the Assigned Price of such Collateral Obligation; and

(b)                                 such other amount as may be specified by the Borrower as of the date on which such Collateral Obligation was first Acquired by a Borrower Entity,

provided that the Adjusted Balance of any Collateral Obligation that does not satisfy the Collateral Obligation Criteria at such time shall be zero.

“Adjusted USD LIBOR Rate” means, for any Interest Period for any Loan, the rate per annum obtained by dividing:

(a)                                 (1) the rate per annum equal to the rate determined by the Administrative Agent (and notified to the Collateral Administrator) to be the London interbank offered rate administered by the ICE Benchmark Administration (or any other person which takes over the administration of that rate) for U.S. Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period displayed on the relevant Screen Page, determined as of approximately 11:00 a.m. (London, England time) on the related Interest Rate Determination Date; or (2) if the rate referenced in the preceding clause (1) is not available, the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by a leading bank in the London interbank market (selected by the Investment Manager in consultation with the Administrative Agent) for U.S. Dollar deposits (for delivery on the first day of such Interest Period) of amounts in same day funds comparable to the principal amount of the outstanding Loans with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by

(b)                                 an amount equal to (1) one minus (2) the Applicable Reserve Requirement,

provided that, notwithstanding the foregoing, the Adjusted USD LIBOR Rate shall at no time be less than 0.0% per annum.

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“Administrative Agent” is defined in the preamble.

“Administrative Agent Cooperation Agreement” means an Administrative Agent Cooperation Agreement between a Sponsor Administrative Agent, as Consenting Party, the Borrower and the Collateral Agent in substantially the form of Exhibit G, duly executed and delivered.

“Administrative Agent Fee Letter” means the Fee Letter dated on or around the Initial Credit Date between Goldman Sachs Bank USA, as Administrative Agent, and the Borrower Entities with respect to certain fees to be paid from time to time to the Administrative Agent.

“Administrative Expense Cap” means, for any Payment Date, an amount in USD equal to $100,000; provided, that, for any Payment Date, to the extent that the full Administrative Expense Cap was not applied on any of the three immediately preceding Payment Dates, such excess amount shall be added to the Administrative Expense Cap for such Payment Date.

“Administrative Expenses” means amounts (other than any Reserved Expenses) due or accrued with respect to any Payment Date (including all fees, expenses and indemnities) and payable in the following order to:

(a)                                 the Bank Parties and the Collateral Administrator Parties under the Bank Party Fee Letter, this Agreement and the other Transaction Documents;

(b)                                 the Administrative Agent under the Administrative Agent Fee Letter and the other Transaction Documents;

(c)                                  the Investment Manager (other than any Successor Management Fees) under the Investment Management Agreement, including legal fees and expenses of counsel to the Investment Manager;

(d)                                 the Independent Manager pursuant to the Constitutive Documents in respect of services provided to the Borrower thereunder;

(e)                                  the agents and counsel of the Borrower Entities for fees, including retainers, and expenses (including the expenses associated with complying with FATCA and any other tax compliance regulations); and

(f)                                   without duplication, any Person in respect of any other reasonable fees or expenses of the Borrower Entities (including in respect of any indemnity obligations, if applicable) not prohibited under this Agreement and any reports and documents delivered pursuant to or in connection with this Agreement.

“Advance Rate” means, for each Collateral Obligation, the percentage specified by the Administrative Agent in its sole and absolute discretion for such Collateral Obligation at the time the Acquisition of such Collateral Obligation is approved pursuant to Section 8.2.

“Adverse Proceeding” means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of any Credit Party) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any environmental claims), whether pending or, to the knowledge of the Borrower Entities, threatened against or affecting any Credit Party or any property of any Credit Party.

“Affected Lender” and “Affected Loans” are defined in Section 2.13(b).

“Affiliate” or “Affiliated” means, with respect to a Person, (a) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such Person or

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(b) any other Person who is a director, officer or employee (1) of such Person, (2) of any Subsidiary or parent company of such Person or (3) of any Person described in subclause (a) above.  For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote more than 50% of the securities having ordinary voting power for the election of directors of any such Person or (y) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.  With respect to the Borrower Entities, this definition shall exclude the Independent Manager, its Affiliates and any other special purpose vehicle to which the Independent Manager is or will be providing administrative services, as a result solely of the Independent Manager acting in such capacity or capacities. For purposes of this definition, affiliation solely as a result of ownership by a common equity sponsor or fund (or related funds) (in each case so long as not under the common control of Sponsor or any of its Affiliates) shall not be taken into account for the purpose of clause (kk) of the definition of “Collateral Obligation Criteria”.

“Agent” means each of (a) the Administrative Agent (including as Calculation Agent), (b) the Syndication Agent, (c) the Collateral Agent, (d) the Collateral Custodian, (e) the Collateral Administrator, (f) the Accounts Securities Intermediary, (g) the other Bank Parties and Collateral Administrator Parties and (h) any other Person appointed under and in accordance with the Transaction Documents to serve in an agent or similar capacity (including, in each of the foregoing cases (a) through (h), any of their respective receivers or delegates permitted under the Transaction Documents).  For the purposes hereof and the other Transaction Documents, the Investment Manager shall not constitute an “Agent”.

“Agent Affiliates” is defined in Section 11.1(b)(3).

“Agent Fee Letter” means each of (a) the Administrative Agent Fee Letter and (b) the Bank Party Fee Letter.

“Agent Fees” is defined in Section 2.7(a).

“Aggregate Realization Application Amount” means, for each Payment Date during the Amortization Period, an amount equal to the sum of the Individual Realization Application Amounts for all Collateral Obligations that were the subject of a Disposition or other realization of Principal Proceeds (in whole or in part) during the related Due Period to the extent not paid pursuant to Section 2.9 prior to such Payment Date.

“Agreed Release Value” means, for any Collateral Obligation, an amount (in U.S. Dollars) equal to the lesser of (a) 125% of the Historical Borrowing Base Amount of such Collateral Obligation and (b) 80% of the aggregate outstanding principal amount of such Collateral Obligation on the date on which such Acquired by a Borrower Entity.  The Agreed Release Value for a Collateral Obligation shall be a static number that shall not change during the term of this Agreement, regardless of any Dispositions (in whole or in part) of or other realization or recoveries on such Collateral Obligation.

“Aggregate Amounts Due” is defined in Section 2.12.

“Aggregate Principal Amount” means, when used with respect to any or all of the Collateral Obligations, Eligible Investments or Cash, the aggregate of the Principal Balances of such Collateral Obligations, Eligible Investments or Cash on the date of determination.

“Agreement” means this Credit Agreement.

“Alternate Rate” is defined in Section 2.13(a)(2).

“Amendment” and “Amendment Consent Request” are defined in Section 8.5.

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“Amortization Period” means the period commencing on the last day of the Phase I Funding Period and ending on the earlier of the Maturity Date and the date as of which the Commitments have been terminated and all Obligations have been paid in full.

“Anti-Corruption Laws” is defined in Section 4.18.

“Applicable Minimum Amount” means, for each borrowing and Voluntary Prepayment, $1,000,000.

“Applicable Integral Multiple” means, for each borrowing and Voluntary Prepayment, $1.

“Applicable Reserve Requirement” means, at any time, for any Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator.  Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which a Floating Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Loans.  A Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender.  The rate of interest on Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that is distributed by means of electronic communications pursuant to Section 11.1(b).

“Asset Amortized Amount” means, in respect of a Collateral Obligation on any day, an amount equal to the Dollar Equivalent of the Collateral Obligation Notional Amount of such Collateral Obligation on such day.

“Asset Current Price” means, in respect of a Collateral Obligation on any date, the bid side market value of that Collateral Obligation (expressed as a percentage of par of the related Collateral Obligation Notional Amount but excluding any accrued interest), as determined by the Calculation Agent on each Business Day, provided that, if such Collateral Obligation is an Unsettled Sale Asset on such date, then the “Asset Current Price” for such Collateral Obligation shall be the Expected Settlement Price (expressed as a percentage of par of the related Collateral Obligation Notional Amount but excluding any accrued interest) thereof at such time.

“Asset Price Differential” is defined in the Margining Agreement.

“Assignable Loan” means a Loan Obligation that is capable of being assigned or novated to, at a minimum, commercial banks or financial institutions (irrespective of their jurisdiction of organization) that are not then a lender or a member of the relevant lending syndicate, without the consent of the borrower or the guarantor, if any, of such Loan Obligation or any agent.

“Assigned Price” means, in respect of a Collateral Obligation on any date, the value of such Collateral Obligation (expressed as a percentage of par but excluding any accrued interest) at the time such Collateral Obligation is Acquired by a Borrower Entity, as determined in good faith by the Calculation Agent and agreed by the Borrower at such time.

If a Borrower Entity has Committed to Acquire a Collateral Obligation in more than one lot and/or a Collateral Obligation has been added to the Underlying Portfolio in more than one lot (for

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example, by Commitments or Acquisitions on separate days), then each lot of such a Collateral Obligation shall be treated as separate Collateral Obligations for purposes of determining the Assigned Prices therefor.

“Assignment Agreement” means:

(a)                                 with respect to the Loans and the Commitments, an Assignment and Assumption Agreement substantially in the form of Exhibit C, with such amendments or modifications as may be approved by the Administrative Agent and the Borrower Entities; and

(b)                                 with respect to any Collateral Obligation, an assignment and assumption agreement in the form required, pursuant to the related Underlying Instruments, for the transfer by the applicable Borrower Entity of all or a portion of the legal and beneficial interest in such Collateral Obligation.  If no form of assignment and assumption agreement is required, pursuant to the related Underlying Instruments, for the transfer of all or a portion of the for the transfer by such Borrower Entity of all or a portion of the legal and beneficial interest in such Collateral Obligation, then the “Assignment Agreement” for such Collateral Obligation shall be a reference to the form of assignment and assumption agreement, and any related documents, that are customary in the relevant market for the transfer of the legal and beneficial interest in such Collateral Obligation.

“Assignment Effective Date” is defined in Section 11.6(b).

“Australian Dollar”, “A$” and “AUD” each means the lawful currency of Australia.

“Authorized Officer” means:

(a)                                 With respect to each Borrower Entity, any Officer of such Person or any other Person who is authorized to act for such Person in matters relating to, and binding upon, such Person (which, in the case of the Investment Manager, shall be an Authorized Officer of the Investment Manager).

(b)                                 With respect to the Investment Manager, any officer, employee or agent of the Investment Manager who is authorized to act for the Investment Manager in matters relating to, and binding upon, the Investment Manager with respect to the subject matter of the request, certificate or order in question.

(c)                                  With respect to a Collateral Administrator Party, any officer, employee or agent of such Collateral Administrator Party who is authorized to act for such Collateral Administrator Party in matters relating to, and binding upon, such Collateral Administrator Party with respect to the subject matter of the request, certificate or order in question.

(d)                                 With respect to the Account Securities Intermediary or the Collateral Custodian, any officer, employee or agent of such Person who is authorized to act for such Person in matters relating to, and binding upon, such Person respect to the subject matter of the request, certificate or order in question.

(e)                                  With respect to the Collateral Agent or any other bank or trust company acting as trustee of an express trust or as custodian, a Trust Officer.

(f)                                   With respect to the Administrative Agent, any officer thereof who has responsibility with respect to the administration of this Agreement.

Each party may receive and accept a certification (which shall include contact information and email addresses) of the authority of any other party as conclusive evidence of the authority of any

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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 Commitments” means, with respect to the Equity Holder at any time, the aggregate amount of all Uncalled Commitments of all Investors at such time.  As used herein:

“Demand Notice” means a drawdown notice made to the Investors in the Equity Holder for the making of investor contributions pursuant to and in accordance with the Organizational Documents of the Equity Holder.

“Investor” means an investor in the Equity Holder that has committed to make additional capital contributions to the Equity Holder.

“Uncalled Commitment” means, with respect to any Investor at any time, such Investor’s Unused Commitment minus any portion of such Investor’s Unused Commitment that is subject to a pending Demand Notice.

“Unused Commitments” means, with respect to any Investor at any time, such Investor’s unfunded capital commitment under the Equity Holder’s Organizational Documents.

“Available Liquidity I” means, at any date, the Dollar Equivalent of (a) the amount of Liquid Assets and Liquid Securities at such date minus (b) the aggregate amount of indebtedness for borrowed money (other than indebtedness incurred hereunder) of the Equity Holder and its Subsidiaries (other than Permitted Financing Subsidiaries) as at such date.

“Available Liquidity II” means, at any date, the Dollar Equivalent of (a) the amount of Liquid Assets at such date minus (b) the aggregate amount of indebtedness for borrowed money (other than indebtedness incurred hereunder) of the Equity Holder and its Subsidiaries (other than Permitted Financing Subsidiaries) as at such date.

“Available Liquidity Certificate” means a certificate duly executed by the Borrower and the Equity Holder in the form of Exhibit F.

“Availability Period” means the period from and including the Closing Date to but excluding the earlier of (a) the last day of the Phase II Funding Period and (b) the date of the termination of the Commitments in full pursuant to Section 2.8(b) or Section 9.

“Balance” means on any date, with respect to Cash or Eligible Investments in any account, the aggregate of (1) the current balance of Cash, demand deposits, time deposits, certificates of deposit and federal funds; (2) the principal amount of interest-bearing corporate and government securities, money market accounts and repurchase obligations; and (3) the purchase price or the accreted value, as applicable, (but not greater than the face amount) of non-interest-bearing government and corporate securities and commercial paper.

“Bank” means U.S. Bank National Association, a national banking association, in its individual capacity and not as Agent, and any successor thereto.

“Bank Parties” means the Bank, in its capacities as Collateral Agent, Collateral Administrator, Collateral Custodian, Account Securities Intermediary and in its other capacities hereunder and under the other Transaction Documents.

“Bank Party Fee Letter” means the Fee Letter dated on or around the Initial Credit Date among the Bank Parties, the Collateral Administrator Parties and the Borrower Entities (or the Investment Manager on their behalf) with respect to certain fees to be paid from time to time to the Bank Parties and the Collateral Administrator Parties and their respective Affiliates in connection with the transactions contemplated by the Transaction Documents.

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“Bankruptcy” means, with respect to a Collateral Obligation, a “Bankruptcy” (as defined in the Credit Definitions) with respect to the related underlying obligor.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (iii) the sum of (a) the applicable Floating Rate (after giving effect to any Floating Rate “floor”) that would be payable on such day for a Loan bearing interest based on such Floating Rate with a one-month interest period plus (b) 1.0%.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.  The Agents or Lenders may make commercial loans or other loans at rates of interest at, above or below the Base Rate or any rate referred to in the definition thereof.

“Basel III” means, collectively, those certain agreements on capital and liquidity standards contained in “Basel III:  A Global Regulatory Framework for More Resilient Banks and Banking Systems”, “Basel III:  International Framework for Liquidity Risk Measurement, Standards and Monitoring”, and “Guidance for National Authorities Operating the Countercyclical Capital Buffer”, each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time), and “Basel III:  The Liquidity Coverage Ratio and Liquidity Risk Monitoring Tools”, as published by the Basel Committee on Banking Supervision in January 2013 (as revised from time to time), and, in each case, as implemented by such Lender’s primary U.S. bank regulatory authority.

“Bid Disqualification Condition” means, with respect to any bid submitted by any third party on any date, in the Calculation Agent’s commercially reasonable judgment:

(a)                                 either (x) such third party is ineligible to accept assignment or transfer of the relevant Collateral Obligation or any portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for such relevant Collateral Obligation, as reasonably determined by the Calculation Agent, or (y) such third party would not, through the exercise of its commercially reasonable efforts, be able to obtain any consent required under any agreement or instrument governing or otherwise relating to such Collateral Obligation to the assignment or transfer of such Collateral Obligation or such portion thereof, as applicable, to it; or

(b)                                 such bid is not bona fide, including due to (x) the insolvency of the bidder, (y) the inability, failure or refusal of the bidder to settle the purchase of such Collateral Obligation or any portion thereof, as applicable, or otherwise settle transactions in the relevant market or perform its obligations generally or (z) with respect to the component of such bid in synthetic form, such bid not accurately reflecting the transfer of the credit risk of such Collateral Obligation through its maturity.

“Board of Directors” means, with respect to each Borrower Entity, the directors or managers of such Borrower Entity duly appointed by the members of such Borrower Entity.

“Board of Governors” means the Board of Governors of the United States Federal Reserve System.

“Borrower” is defined in the preamble.

“Borrower Entity” means each of the Borrower and each Permitted Additional Subsidiary.

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“Borrower Order” and “Borrower Request” mean a written order or request (which may be a standing order) dated and signed in the name of a Borrower Entity by an Authorized Officer of such Borrower Entity or by an Authorized Officer of the Investment Manager, as the context may require or permit.  An order or request provided in an email or other electronic communication by an Authorized Officer of a Borrower Entity or by an Authorized Officer of the Investment Manager shall constitute a Borrower Order, except in each case to the extent the Collateral Agent requests otherwise in writing.

“Borrower Sale and Contribution Agreement” means the Sale and Contribution Agreement dated on or around the Initial Credit Date between the Seller and the Borrower.

“Borrowing Base” means, on any date, an amount equal to:

(a)                                 the aggregate Borrowing Base Values of the Collateral Obligations; plus

(b)                                 the Dollar Equivalent of the amount on deposit in the Principal Collection Account as of such date; minus

(c)                                  for each Collateral Obligation as to which an Excess Concentration Amount exists as of such date, the product of:

(1)                                 such Excess Concentration Amount; and

(2)                                 the Advance Rate for such Collateral Obligation as of such date,

all as determined by the Administrative Agent.

“Borrowing Base Deficiency” means, at any time, the amount (if any) by which the aggregate principal amount of the Loans outstanding exceeds the Borrowing Base at such time.

“Borrowing Base Value” means, for each Collateral Obligation on any date, an amount equal to the product of:

(a)                                 the Advance Rate for such Collateral Obligation as of such date;

(b)                                 the Adjusted Balance of such Collateral Obligation as of such date; and

(c)                                  the Initial FX Rate for such Collateral Obligation as of such date.

“Breakage Event” is defined in Section 2.13(c).

“BSL” means a Loan Obligation that, at the time of determination:

(a)                                 (1) is a broadly syndicated commercial loan; (2) is secured by a pledge of collateral, which security interest is validly perfected and either (x) first priority under applicable law or (y) as determined by the Administrative Agent in its sole and absolute discretion, second priority under applicable law to another loan of the same obligor that is secured by assets whose value does not constitute a material portion of the value of all assets of such obligor (subject to liens permitted under the applicable credit agreement that are reasonable and customary for similar loans, and liens accorded priority by law in favor of the United States or any state or agency); (3) has a collateral value or enterprise value securing such Loan Obligation (as determined in good faith by the Investment Manager on or about the time of origination) that is equal to or in excess of (x) the outstanding principal balance of such Loan Obligation plus (y) the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral; (4) has a senior facility size of $200,000,000 or greater and has an EBITDA for the prior twelve calendar months of $50,000,000 or greater (after giving pro forma effect to any

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acquisition in connection therewith); (5) is rated by either S&P or Moody’s (or the obligor is rated by S&P or Moody’s) at the time of Acquisition by the applicable Borrower Entity; (6) at least two Pricing Sources are available; and (7) has a LoanX Depth of 2 or more at such time; or

(b)                                 is otherwise deemed to be a BSL by the Administrative Agent.

“BSL Price-Triggered VAE” is defined in the definition of “Value Adjustment Event” in the Margining Agreement.

“Business Day” means:

(a)                                 for all purposes other than as covered by clause (b) below, any day except Saturday, Sunday and any day which shall be in New York, New York or London, England or the location of the Corporate Trust Office (initially Chicago, Illinois), a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close; and

(b)                                 with respect to all notices and determinations in connection with, and payments of principal and interest on, Loans, any day that is a Business Day described in clause (a) above and that is also a day for trading by and between banks in U.S. Dollar deposits in the interbank LIBOR market.

“Calculation Agent” means the Administrative Agent.  Unless otherwise expressly stated herein, all determinations by the Calculation Agent hereunder shall be made in its sole and absolute discretion.

“Cash” means (a) 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 and (b) funds denominated in any other Specified Currencies.

“Cause Event” is defined in Section 13(g).

“Certificated Security” is defined in Section 8-102(a)(4) of the UCC.

“Change in Law” means the occurrence, after the date hereof, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Clean-Up Call Event” means an event that will be deemed to occur if either:

(a)                                 the aggregate principal amount of the Loans outstanding at such time is less than 20% of the Total Facility Amount at such time; or

(b)                                 the number of unique Collateral Obligations in the Collateral Portfolio is less than 10.

“Clean-Up Call Prepayment” is defined in Section 2.9(b).

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“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Closing Date” means October 4, 2017.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted to the Collateral Agent pursuant to the Transaction Documents as security for the Obligations.

“Collateral Account” means a segregated trust account maintained pursuant to Section 6.3(d), and “Collateral Accounts” means all of such accounts, collectively.

“Collateral Administration Agreement” means a collateral administration agreement dated on or around the Initial Credit Date among the Borrower Entities, the Investment Manager and the Collateral Administrator Parties.

“Collateral Administrator” means the Bank, solely in its capacity as Collateral Administrator under the Collateral Administration Agreement, until a successor Person shall have become the Collateral Administrator pursuant to the applicable provisions of the Collateral Administration Agreement, and thereafter “Collateral Administrator” shall mean such successor Person.

“Collateral Administrator Parties” means the Collateral Administrator.

“Collateral Agent” is defined in the preamble.

“Collateral Agent Exchange Rate” means, on any day, with respect to any Specified Currency, the rate at which another Specified Currency may be exchanged into such Specified Currency at the prevailing spot rate of exchange determined by the Collateral Agent to be available to it in a commercially reasonable manner, in accordance with the Collateral Agent’s customary commercial practice from time to time, in the London interbank exchange market, at the time specified by the Collateral Agent on such date.

“Collateral Custodian” is defined in the preamble.

“Collateral Custodian Termination Notice” is defined in Section 14.

“Collateral Deficit”, “Collateral Excess” and “Collateral Threshold” are defined in the Margining Agreement.

“Collateral Documents” means the Pledge and Security Agreement, the Securities Account Control Agreements, the Margining Agreement, the Power of Attorney and all other instruments, documents and agreements delivered by or on behalf of any Credit Party pursuant to this Agreement or any of the other Transaction Documents in order to grant to, or perfect in favor of, the Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

“Collateral Obligation” means any Loan Obligation that, at the time a Commitment is made to Acquire such obligation by a Borrower Entity, and at all times thereafter, satisfies each of the Collateral Obligation Criteria (except in each case to the extent any one or more of such criteria are expressly waived in writing in the manner and to the extent expressly set forth in this Agreement), as determined from time to time by the Administrative Agent.

“Collateral Obligation Criteria” means, with respect to any obligation, each of the following:

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(a)                                 such obligation has been approved by the Administrative Agent in accordance with the procedures set forth in Section 8);

(b)                                 the required Documentation Package has been delivered or will be to the Collateral Custodian to the extent required herein;

(c)                                  at the time of its Acquisition, the Investment Manager has determined that a Value Adjustment Event has not occurred and is not likely to occur as to such obligation;

(d)                                 such obligation is one as to which the applicable Borrower Entity has good and marketable title, free and clear of all Liens other than Permitted Liens;

(e)                                  such obligation is denominated in a Specified Currency and is neither convertible by the issuer thereof into, nor payable in, any currency other than a Specified Currency;

(f)                                   as at its Acquisition date, such obligation is not one as to which a Bankruptcy has occurred;

(g)                                  as at its Acquisition date, such obligation is not one as to which a Failure to Pay has occurred (giving effect to any applicable cure periods under the Underlying Instruments);

(h)                                 no portion of such obligation has been Originated, documented, sold or contributed to a Borrower Entity or charged-off, in each case other than in accordance with all applicable policies and procedures of the Investment Manager as in effect on the related Acquisition Date;

(i)                                     at the time of its Acquisition, such obligation is not subject to a Restructuring in which all or a portion of the principal balance due has been reduced or forgiven;

(j)                                    such obligation does not mature more than eight years after the date on which it was Acquired;

(k)                                 such obligation does not mature after December 31, 2025;

(l)                                     such obligation is governed by the law of the United States or of any state thereof, by English law or by Australian law;

(m)                             such obligation is issued by an obligor that is Domiciled in (1) the United States; (2) Australia; (3) the United Kingdom; (4) a member state of either the European Union or the European Free Trade Association (other than France, Greece, Iceland, Italy, Portugal or Spain); or (5) any other jurisdiction approved by the Administrative Agent;

(n)                                 its Acquisition will not result in the imposition of stamp duty or stamp duty reserve tax payable by any Borrower Entity, unless such stamp duty or stamp duty reserve tax has been included in the purchase price of such obligation;

(o)                                 upon Acquisition, the obligation is capable of being, and will be, the subject of a first fixed charge, a first priority security interest or other arrangement having a similar commercial effect in favor of the Collateral Agent for the benefit of the Secured Parties;

(p)                                 (A) it is capable of being sold or assigned to or held by such Borrower Entity, together with any associated security, without any breach of applicable selling restrictions or of any contractual provisions and (B) it must permit assignments without the consent of any obligor, or any other restriction, following an event of default thereunder;

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(q)                                 it must require the consent of at least 66 2/3 percent of the lenders to the obligor thereunder for any change that extends the time for, or reduces, waives or forgives the amount of, any payment of principal or interest on such obligation (for the avoidance of doubt, excluding any changes originally envisaged in the loan documentation);

(r)                                    such obligation is an Assignable Loan or a Consent Required Loan and, in each case, no rights of first refusal, rights of first offer, last looks, drag along rights or tag along rights (in each case however designated or defined, and whether in the underlying instruments governing such obligation, in any intercreditor agreement or agreement among lenders relating to such obligation or otherwise) exist in favor of any other holder of such obligation or any other Person;

(s)                                   such obligation is Registered, unless it is not a “registration-required obligation” as defined in Section  163(f)(2)(A) of the Code;

(t)                                    such obligation is an obligation with respect to which the relevant Borrower Entity will receive payments due under the terms of such obligation and proceeds from disposing of such asset free and clear of withholding tax, other than withholding tax as to which the obligor or issuer must make additional payments so that the net amount received by such Borrower Entity after satisfaction of such tax is the amount due to such Borrower Entity before the imposition of any withholding tax;

(u)                                 such obligation is not an obligation of Goldman Sachs & Co. or any of its Affiliates;

(v)                                 at the time of its Acquisition, such obligation does not represent more than 75% of the Total Indebtedness available under the related Underlying Instruments;

(w)                               at the time of its Acquisition, such obligation is not a Credit Risk Obligation;

(x)                                 such obligation is not a lease (including a finance lease);

(y)                                 such obligation is either Originated by a Borrower Entity or, if not so Originated, is Acquired by a Borrower Entity by assignment, and such obligation is not a Participation;

(z)                                  such obligation (if acquired from the Seller) has been acquired by the related Borrower Entity pursuant to the terms of the Sale and Contribution Agreement (or other agreements between such Borrower Entity and the Seller satisfactory to the Agent in its sole and absolute discretion) and the Borrower Entities shall have complied with all terms and conditions for Affiliate transactions with respect thereto set forth herein;

(aa)                          such obligation is not an Interest Only Security;

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

(cc)                            such obligation does not constitute Margin Stock;

(dd)                          such obligation is not an obligation pursuant to which any future advances or payments to the borrower or the obligor thereof may be required to be made by any Borrower Entity (other than to indemnify an agent or representative for lenders pursuant to the Underlying Instruments), unless appropriate arrangements (acceptable to the Administrative Agent in its sole and absolute discretion, which arrangements may be made by amendment to this Agreement or any other Transaction Documents) are made by the Borrower to provide a reserve to cover the full amount of all such future advances or payments;

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(ee)                            such obligation is not, by its terms, convertible into or exchangeable for an equity security at any time over its life;

(ff)                              such obligation is not a Structured Finance Obligation;

(gg)                            such obligation is not a Synthetic Security;

(hh)                          such obligation does not include or support a letter of credit;

(ii)                                  such obligation is not an interest in a grantor trust;

(jj)                                such obligation is not issued by an issuer (primary obligor) located in a country, which country on the date on which the obligation is Acquired by the relevant Borrower Entity imposed foreign exchange controls that effectively limit the availability or use of the Specified Currency in which such obligation is denominated to make when due the scheduled payments of principal thereof and interest thereon;

(kk)                          no Credit Party nor any of their respective Affiliates is, or is an Affiliate of, any obligor on such obligation; and

(ll)                                  such obligation is not subject to material non-credit related risk (such as the occurrence of a catastrophe), as reasonably determined by the Investment Manager.

provided that, if such obligation does not satisfy the criteria above, the Administrative Agent may expressly consent to the inclusion of such obligation in accordance with the procedures set forth in Section 8.

“Collateral Obligation Notional Amount” means, in respect of any Collateral Obligation, the full principal amount of the Collateral Obligation owned by the Borrower Entities or Committed to be owned by the Borrower Entities, as the case may be (in each case after giving effect on a pro-rata basis to any repurchase, repayment or tender offer in respect of that Collateral Obligation).

“Collateral Portfolio” means on any date of determination, all Collateral Obligations then owned by the Borrower Entities and all Collateral Obligations then Committed to be Acquired by the Borrower Entities.

“Collateral Portfolio Calculation Base” means, on any date, an amount equal to the aggregate Adjusted Balances of all Collateral Obligations that satisfy the Collateral Obligation Criteria at such date (determined in USD, for each such Collateral Obligation, using its Initial FX Rate).

“Collateral Portfolio Requirements” means, at any time, requirements that are in compliance at such time if and only if (except in each case to the extent any one or more of such criteria are expressly waived in writing or are deemed to have been waived in the manner and to the extent expressly set forth in Section 8), all as calculated by the Administrative Agent:

(a)                                 the sum of the Adjusted Balances of all Junior Secured Collateral Obligations and Unsecured Collateral Obligations does not exceed 30.0% of the Collateral Portfolio Calculation Base at such time;

(b)                                 the sum of the Adjusted Balances of all Unsecured Collateral Obligations does not exceed 0% of the Collateral Portfolio Calculation Base at such time (unless otherwise consented to by the Lenders in their sole and absolute discretion);

(c)                                  the sum of the Adjusted Balances of all Collateral Obligations issued by any single issuer and its Affiliates does not exceed 7.5% of the Collateral Portfolio Calculation Base;

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(d)                                 the sum of the Adjusted Balances of all Collateral Obligations in any single Bloomberg Industry Classification System Level 2 industry classification in the Collateral Portfolio does not exceed 20% of the Collateral Portfolio Calculation Base;

(e)                                  the sum of the Adjusted Balances of all Collateral Obligations that are BSLs is not less than 15% of the Collateral Portfolio Calculation Base;

(f)                                   the sum of the Adjusted Balances of all Collateral Obligations maturing more than seven years after the date on which they were Acquired does not exceed 25% of the Collateral Portfolio Calculation Base; and

(g)                                  the sum of the Adjusted Balances of all Collateral Obligations issued by the Sponsor or an Affiliate of the Sponsor does not exceed 20% of the Collateral Portfolio Calculation Base.

For purposes of the foregoing, the Adjusted Balance of each Collateral Obligation will be determined in USD using its Initial FX Rate.

“Collection Account” means each of the Interest Collection Account and the Principal Collection Account.

“Commitment” means:

(a)                                 With respect to the lending facility under this Agreement, the commitment of a Lender to make or otherwise fund a Loan, and “Commitments” means such commitments of all Lenders in the aggregate.  The amount of each Lender’s Commitment is set forth on Appendix A or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof (including increases pursuant to Section 2.1(d) and reductions pursuant to Section 2.8).  For the avoidance of doubt, Commitments of the Lenders hereunder include New Commitments.

(b)                                 With respect to Collateral Obligations, means a binding commitment pursuant to the Investment Manager’s then current policies and procedures to purchase or sell a loan or bond between the buyer and seller of such loan or bond entered into pursuant to customary documents in the relevant market.  The terms “Commit” and “Committed” have correlative meanings.  With respect to Collateral Obligations contributed to a Borrower Entity, such Borrower Entity will be deemed to have Committed to Acquire such Collateral Obligation on the date on which such contribution occurs.  With respect to Collateral Obligations Originated by a Borrower Entity, such Borrower Entity will be deemed to have Committed to Acquire such Collateral Obligation on the date on which such Borrower Entity becomes obligated to, or if earlier in fact does, make or fund such Collateral Obligation.

“Commitment Fee Rate” and “Commitment Fees” are defined in Section 2.7(c).

“Compliance Certificate” means, with respect to each Compliance Certificate Calculation Date, an Officer’s Certificate of the Borrower:

(a)                                 certifying that, except as identified in such certificate, as at such Compliance Certificate Calculation Date and the date of such certificate no Value Adjustment Events has occurred with respect to such Collateral Obligation;

(b)                                 setting forth, for each Collateral Obligation as to which any one or more Value Adjustment Events have occurred, a description of each such Value Adjustment Event and the steps that the Borrower Entities and the Investment Manager have taken and expect to take with respect thereto, all in form and detail satisfactory to the Administrative Agent; and

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(c)                                  setting forth, for each Collateral Obligation in the Collateral Portfolio, a calculation of each Financial Ratio as at such Compliance Certificate Calculation Date and for each prior Financial Ratio Test Period (either prepared by or on behalf of the underlying obligors on such Collateral Obligation or, if not so prepared, by the Borrower), all in form and detail satisfactory to the Administrative Agent.

“Compliance Certificate Calculation Date” means the last day of each calendar quarter.

“Confidential Information” is defined in Section 11.23.

“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.

“Consent Required Loan” means a Loan Obligation that is capable of being assigned or novated with the consent of the borrower or the guarantor, if any, of such Loan Obligation or any agent, but only if the related Underlying Instruments require such consent to not be unreasonably withheld (subject to customary and market restrictions on assignment, including a prohibition on assignment to disqualified institutions and competitors of the related borrower or any direct or indirect equity owner of the borrower).

“Constitutive Documents” means, with respect to:

(a)                                 the Borrower, its amended and restated limited liability company agreement dated October 4, 2017;

(b)                                 the Equity Holder, its Certificate of Formation dated August 15, 2016; and

(c)                                  for each Permitted Additional Subsidiary, organizational documents in form and substance satisfactory to the Lenders in their sole and absolute discretion.

“Corporate Trust Office” means, with respect to the Collateral Agent, the principal corporate trust office of the Collateral Agent at:

U.S. Bank National Association

190 South LaSalle Street

Chicago, Illinois 60603

Attn:                    Global Corporate Trust Service— BCSF I, LLC

Email:

“Counterparty” means a counterparty on a Hedge Agreement.

“Covenant/Representation Breach” means a breach of a covenant or representation or warranty under a contractual arrangement in any material respect (in each case without regard to any grace periods or any requirement that notice of such event has been given to the underlying obligor) relating to the financial performance (including, for the avoidance of doubt, any financial covenant or other covenant the compliance with which is determined in whole or in part by reference to a numerical ratio or other numerical calculation) or a material operational covenant of the related obligor, as determined by the Administrative Agent.

“Credit Date” means the date of a Credit Extension.

“Credit Definitions” means the 2003 ISDA Credit Derivatives Definitions as published by the International Swap and Derivatives Association, Inc.

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“Credit Extension” means the making of a Loan.

“Credit Party” means each Borrower Entity, the Equity Holder, the Limited Guarantor and the Sponsor.

“Credit Risk Obligation” means any Collateral Obligation that, in the Investment Manager’s judgment exercised in accordance with the Investment Management Agreement, has a significant risk of declining in credit quality or price.

“Currency Shortfall” is defined in Section 7(d).

“Current FX Rate” means:

(a)                                 with respect to a Specified Currency as of any date, the prevailing spot rate of exchange between the Specified Currency and USD as of such date, determined in good faith by the Calculation Agent in a commercially reasonable manner; provided that if the Specified Currency is USD, the Current FX Rate will be equal to 1; and

(b)                                 with respect to a Collateral Obligation at any time, the Current FX Rate for the Specified Currency in which such Collateral Obligation is denominated and payable.

“Custodial Office” is defined in Section 14.

“Custody Documents” means, for each Collateral Obligation:

(a)                                 all Escrowed Assignment Agreement Documents in relation to such Collateral Obligation delivered to the Collateral Custodian pursuant to Section 6.7(e), (f) and (g); and

(b)                                 all Underlying Instruments in relation to such Collateral Obligation and other Diligence Information delivered to the Collateral Custodian pursuant to Section 6.7(e), (f) and (g) and Section 8.2(a) and (b) (in each case, except as otherwise provided in such sections).

“Daily Commitment Fee Calculation Amount” is defined in Section 2.7(c).

“Daily Report” means the daily report provided to the Collateral Agent pursuant to Section 6.5(a).

“Debtor Relief Laws” means, collectively:

(a)                                 the Bankruptcy Code; and

(b)                                 all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, any state thereof or any other applicable jurisdictions from time to time in effect.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Defaulted Asset Sale Failure” mean the failure by a Borrower Entity to use commercially reasonable efforts to Commit to sell any Defaulted Obligation within 45 days of such Collateral Obligation becoming a Defaulted Obligation (unless such Defaulted Obligation has ceased to be a Defaulted Obligation as set forth in the definition thereof, in which case no Defaulted Asset Sale Failure shall occur with respect to such Collateral Obligation), provided that:

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(1)                                 the failure to Commit to sell any Defaulted Obligation shall not result in a Defaulted Asset Sale Failure for so long as the relevant Borrower Entity continues to use commercially reasonable efforts to Commit to sell such Defaulted Obligation after such 45 day period; and

(2)                                 a Commitment to sell a Defaulted Obligation to an affiliate of a Borrower Entity shall not constitute a failure by a Borrower Entity to Commit to sell such Defaulted Obligation.

“Defaulted Obligation” means any Collateral Obligation as to which a Bankruptcy or a Failure to Pay shall have occurred.

“Defaulting Lender” means, subject to Section 2.17(b), any Lender that:

(a)                                 during the Availability Period, has failed to (1) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder, unless such Lender notifies the Administrative Agent and the Borrower Entities in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied or waived, or (2) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due; or

(b)                                 the Administrative Agent has received notification during the Availability Period that such Lender is (1) insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors or (2) the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender, or such Lender has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender under this clause (b) solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Derivative Transaction” means (a) any transaction (including an agreement with respect to any such transaction) (i) that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) that is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and that is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or

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value, or other benchmarks against which payments or deliveries are to be made or (b) any combination of the transactions referred to in clause (a).

“Designated Principal Proceeds” is defined in the proviso to the definition of “Interest Proceeds” herein.

“Determination Date” means, with respect to a Payment Date, the last Business Day of the immediately preceding Due Period.

“Diligence Information” is defined in Section 8.2(a)(iii).

“Disposition” means the sale, transfer, assignment or other disposition of an asset.  “Dispose” has a corresponding meaning.

“Dispute”, “Dispute Notice”, “Dispute Notice Date” and “Disputed Collateral Obligation” are defined in the Margining Agreement.

“Distribution” means any payment of principal or interest or any dividend, premium or fee payment made on, or any other distribution in respect of, a security or obligation.

“Document Checklist” means, for any Collateral Obligation, an electronic or hard copy list delivered by the Investment Manager to the Collateral Agent that identifies such Collateral Obligation, the applicable obligor and each of the documents that shall be delivered to the Collateral Custodian by the Investment Manager hereunder (including the identification of each item of Diligence Information and Financial and Other Information to be delivered), and whether each such document is an original or a copy and whether a hard copy will be delivered to the Collateral Custodian or whether such item will be posted in the Transaction Data Room in lieu of physical delivery to the Collateral Custodian, and whether an Administrative Agent Cooperation Agreement is required to be provided.

“Documentation Package” means, for each Collateral Obligation, the Preliminary Documentation Package and the Additional Documentation for such Collateral Obligation.

“Dollar Equivalent” means, as to any amount in any Specified Currency at any time, such amount converted to USD at the Current FX Rate for such Specified Currency at such time.

“Dollars”, “USD”, “U.S.$” and the sign “$” mean the lawful money of the United States of America.

“Domicile” means, with respect to any issuer of, or obligor with respect to, a Collateral Obligation:

(a)                                 except as provided in clause (b) below, its country of organization; or

(b)                                 if it is organized in a Tax Jurisdiction, each of such jurisdiction and the country in which, in the Investment Manager’s good faith estimate, a substantial portion of its operations are located or from which a substantial portion of its revenue or value is derived, in each case directly or through Subsidiaries (which shall be any jurisdiction and country known at the time of designation by the Investment Manager to be the source of the majority of revenues, if any, of such issuer or obligor).

The term “Domiciled” has a correlative meaning.

“Draft Amendment Package” is defined in Section 8.5.

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“Draft Instrument” means, with respect to any Originated Collateral Obligation, a substantially final draft of the related loan agreement (or other principal document under which such Originated Collateral Obligation will be made).

“Due Period” means, with respect to any Payment Date, the period commencing on the day immediately following the eighth Business Day prior to the preceding Payment Date (or in the case of the Due Period relating to the First Payment Date, beginning on the Closing Date) and ending on (and including) the eighth Business Day prior to such Payment Date (or, (a) in the case of the Due Period relating to the First Payment Date, ending on the eighth Business Day prior to such First Payment Date and (b) in the case of a Due Period that is applicable to the Payment Date relating to the Maturity Date ending on (and including) the Business Day immediately preceding such Payment Date).

“Eligible Assignee” means any Person other than a Natural Person that is (a) a Lender or an Affiliate of such Lender, or (b) a commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and that extends credit or buys loans in the ordinary course of business; provided that no Defaulting Lender, Credit Party or Affiliate of a Credit Party shall be an Eligible Assignee.

“Eligible Investment” means any investment that, at the time it, or evidence of it, is acquired by a Borrower Entity (directly or through an intermediary or bailee), is either cash or one or more of the following obligations or securities (in each case denominated in a Specified Currency):

(a)                                 direct debt obligations of, and debt obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America, the United Kingdom or Australia 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 that satisfies the Eligible Investment Required Ratings at the time of such investment or contractual commitment providing for such investment;

(b)                                 demand and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances issued by, or federal funds sold by any depository institution or trust company (x) incorporated under the laws of the United States of America (including the Bank) or any state thereof and subject to supervision and examination by federal and/or state banking authorities, or (y) organized under the laws of a jurisdiction the legal currency of which is a Specified Currency (other than USD) or any province or state thereof and subject to supervision and examination by banking authorities of such jurisdiction or such province or state, in each case payable within 183 days of issuance, so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository 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; and

(c)                                  money market funds domiciled outside of the United States which funds have, at all times, credit ratings “AAAm” by S&P;

subject, in each case, to such obligations or securities having a maturity date not later than the earlier of (A) the date that is 60 days after the date of delivery thereof and (B) the Business Day immediately preceding the Payment Date immediately following the date of delivery thereof; provided that Eligible Investments shall not include (1) any interest-only security, any security purchased at a price in excess of 100% of the par value thereof or any security whose repayment is subject to substantial non-credit related risk as determined in the sole judgment of the Investment Manager, (2) any security whose rating assigned by S&P includes the subscript “f”, “p”, “q”, “pi”, “r”, “sf” or “t” (3) any security that is subject to an Offer or (4) any security secured by real property.  Eligible Investments may include those investments with respect to which the Bank or an Affiliate of the Bank is an obligor or provides services.

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“Eligible Investment Required Ratings” means a long-term senior unsecured debt rating of at least “A” and a short-term credit rating of at least “A-1” by S&P (or, if such institution has no short-term credit rating, a long-term senior unsecured debt rating of at least “A+” by S&P).

“Employee Benefit Plan” means any “employee benefit plan” is defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, any Credit Party or any of their respective ERISA Affiliates.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European Currency.

“Enforcement Priority of Payments” is defined in Section 7(c).

“Equity Distribution” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Equity Interests of the Borrower now or hereafter outstanding; (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Equity Interests of the Borrower now or hereafter outstanding; and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of the Borrower.

“Equity Distribution Test” means, with respect to (a) any Equity Distribution at any time pursuant to the terms set forth herein, (b) any deferred purchase price payments to the Seller in respect of Collateral Obligations previously contributed by the Seller to the Borrower or (c) any application under subclause (7)(z) of the Principal Priority of Payments on any Payment Date, a test satisfied if, after giving effect thereto:

(1)                                 no Default, Event of Default or Collateral Deficit shall have occurred and be continuing or would result or increase therefrom; and

(2)                                 no Borrowing Base Deficiency shall have occurred and be continuing or would result or increase therefrom.

“Equity Holder” means the Fund.

“Equity Interests” 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.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that Person is a member; (b) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member; and (c) solely for purposes of Section 302 of ERISA and Section 412 of the Code, any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is a member.  Any former ERISA Affiliate of any Person shall continue to be considered an ERISA Affiliate of such Person within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of such Person and with respect to liabilities arising after such period for which such Person could be liable under the Code or ERISA.

“ERISA Event” means (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which

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the provision for 30-day notice to the PBGC has been waived by regulation); (b) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (d) the withdrawal by a Borrower Entity, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to such Borrower Entity, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of liability on a Borrower Entity, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the withdrawal of a Borrower Entity, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by a Borrower Entity, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (h) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against a Borrower Entity, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (i) receipt from the IRS of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code; or (j) the imposition of a Lien pursuant to Section 430(k) of the Code or ERISA or a violation of Section 436 of the Code.

“Escrowed Assignment Agreement Documents” means, with respect to each Collateral Obligation, three Assignment Agreements, each executed in blank by (a) the relevant Borrower Entity, as assignor, and (b) if the consent or signature of any affiliate of a Borrower Entity (whether as administrative agent, servicer, registrar or in any other capacity) is or could be required for the transfer of all or any portion of such Collateral Obligation by such Borrower Entity, each such affiliate.

“Euros”, “EUR” and “€” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Event of Default” is defined in Section 9.

“Excess Concentration Amount” shall mean, with respect to any Collateral Obligation, the amount by which such Collateral Obligation causes any Collateral Portfolio Requirement to be out of compliance, all as determined by the Administrative Agent.  If any Collateral Portfolio Requirement is out of compliance and two or more Collateral Obligations contribute to such non-compliance, then the Excess Concentration Amount shall be calculated in the way that results in the lowest aggregate Excess Concentration Amounts for all Collateral Obligations.

“Excess Cure Collateral Refund Amount” is defined in the Margining Agreement.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Asset Refinancing” means, as to any Collateral Obligation, that the Sponsor, any Credit Party, any of their respective Affiliates or any funds or accounts managed or advised by them (in each case other than a Borrower Entity), (a) initiates, directs or otherwise causes a repayment or other refinancing (whether with funds provided by any of them or with the proceeds of any financing provided by any banking or other financial institution) of such Collateral Obligation or (b) acquires or otherwise

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funds a material portion of any such refinancing, in each case without the written consent of the Requisite Lenders.

“Excluded Payments” means all Administrative Expenses payable to a Bank Party or Collateral Administrator Party constituting indemnities, but only to the extent such indemnities became payable to such Person as a result of or arising out of such Person’s gross negligence, bad faith or willful misconduct in the performance of its obligations under the Transaction Documents to which it is a party.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. withholding Taxes imposed 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 of which: (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by a Borrower Entity under Section 2.18) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.15(b), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.15(c); and (d) any U.S. withholding Taxes imposed pursuant to FATCA.

“Expected Settlement Price” means, as of any date:

(a)                                 in respect of any Unsettled Sale Asset, the contractual sale price for such Unsettled Sale Asset to be received by the Borrower Entities from the purchaser of such Collateral Obligation; provided that, if the sale of such Unsettled Sale Asset remains unsettled for more than 30 calendar days, then the “Expected Settlement Price” for such Unsettled Sale Asset will be determined from time to time by the Calculation Agent; and

(b)                                 in respect of any Unsettled Purchase Asset, the expected purchase price to be paid by a Borrower Entity (based on the applicable Commitment) for such Unsettled Purchase Asset.

“Expense Reserve Account” means the trust account maintained pursuant to Section 6.3(b).

“Expense Reserve Amount” means $50,000.

“Extraordinary Event” means an event that will occur if (for any reason due to the structure and activities of the Credit Parties and the affiliates thereof involved in the Transactions under the Transaction Documents):

(a)                                 any portion of any payment due from any obligor under any Collateral Obligation becoming properly subject to the imposition of U.S., U.K. or other withholding tax, which withholding tax is not compensated for by a provision under the terms of such Collateral Obligation that would result in the net amount actually received by the Borrower Entities (free and clear of taxes, whether assessed against the obligor thereof or a Borrower Entity) being equal to the full amount that the Borrower Entities would have received had no such deduction or withholding been required; or

(b)                                 any jurisdiction’s properly imposing a corporate income tax, municipal business tax, net income, profits, net worth or similar tax on a Borrower Entity (including any such tax required to be withheld by such person); or

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(c)                                  any jurisdiction’s properly imposing a withholding tax on payments by a Subsidiary of a Borrower Entity to such Borrower Entity;

(d)                                 any Borrower Entity incurs or pays any employee-related liabilities of any Person; or

(e)                                  any amount is remitted from the Collection Account pursuant to Section 7(d)(5),

provided that either:

(x)                                 (1) the Dollar Equivalent of an amount equal to (A) the sum of all Extraordinary Expense Amounts (and, for the avoidance of doubt, whether withheld, paid, incurred or outstanding), minus (B) the sum of (x) all amounts applied to the payment thereof under the Specified Payment Waterfall Provisions and (y) the aggregate amount of all cash contributions received by the Borrower Entities after the Initial Credit Date that are applied to the payment of such amounts, exceeds (2) USD 25,000,000; or

(y)                                 the Dollar Equivalent of the sum of all Extraordinary Expense Amounts that are outstanding at any time exceeds USD 50,000,000 in the aggregate.

“Extraordinary Expense Amounts” means each of the following:

(a)                                 amounts withheld (or required to be withheld) from payments to the Borrower Entities that is not compensated for by a “gross-up” provision as described in clause (a) of the definition of “Extraordinary Event”;

(b)                                 the amount of taxes imposed on a Borrower Entity as described in clause (b) of the definition of “Extraordinary Event”;

(c)                                  amounts withheld (or required to be withheld) from payments to a Borrower Entity by a Subsidiary of such Borrower Entity as described in clause (c) of the definition of “Extraordinary Event”;

(d)                                 the amounts payable in respect of employees as described in clause (d) of the definition of “Extraordinary Event”; and

(e)                                  amounts remitted from the Collection Accounts pursuant to Section 7(d)(5).

“Extension Request” is defined in Section 2.1(e).

“Failure to Pay” with respect to a Collateral Obligation shall mean, after the expiration of any applicable grace period (however defined under the terms of the Collateral Obligation), the occurrence of a non-payment of a payment of interest Scheduled to be Due or principal on the Collateral Obligation when due, in accordance with the terms of the Collateral Obligation at the time of such failure.  As used herein, “Scheduled to be Due” means, in the case of an interest payment, that such interest payment would be due and payable during the related calculation period for the Collateral Obligation.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date hereof (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.

“Federal Funds Effective Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a

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Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding 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 Effective Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means each of (a) the Agent Fee Letters and (b) the GS Fee Letter.

“Final Funding Date” means the date that is 24 months after the end of the Phase I Funding Period, as such date may be extended as provided herein.

“Financial and Other Information” means, with respect to each Collateral Obligation, all reports, written financial information, requests for amendments, waivers, supplements or other similar requests and other written information made available by or on behalf of the related obligors or any administrative agents or servicers (or analogous representatives) to lenders under the related Underlying Instruments.

“Financial Asset” is defined in Section 8-102(a)(9) of the UCC.

“Financial Ratio” and “Financial Ratio Test Period” are defined in the Margining Agreement.

“Financing Statements” is defined in Section 9-102(a)(39) of the UCC.

“Firm Bid” means, as to any Collateral Obligation, a good, irrevocable and actionable bid for value given by a creditworthy purchaser to purchase the Collateral Obligation Notional Amount of such Collateral Obligation (both on a cash basis and synthetically), expressed as a percentage of such Collateral Obligation Notional Amount, and exclusive of accrued interest, for scheduled settlement substantially in accordance with the then-current market practice in the principal cash and synthetic markets for such Collateral Obligation, provided that:

(a)                                 such bid is accompanied by appropriate contact information for the provider of such bid, including the name of the individual responsible for such bid together with his or her telephone number, email address or other analogous contact details; and

(b)                                 such bid is not subject to any Bid Disqualification Condition (and, if any such bid is subject to any Bid Disqualification Condition, the Calculation Agent shall be entitled to disregard such bid as invalid).

All determinations of whether a bid constitutes a Firm Bid shall be made by the Calculation Agent in its commercially reasonable discretion.  No Lender or Agent shall have any obligation to provide a Firm Bid at any time.  No Borrower Entity nor any their Affiliates may provide Firm Bids at any time, unless the Requisite Lenders shall otherwise expressly agree.

“First Payment Date” means December 15, 2017.

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Collateral is subject to no equal or prior Lien and is not subject to any other Liens, except in each case for Permitted Liens.

“Floating Rate” means, with respect to any Loan for any Interest Period, an interest rate per annum equal to the Adjusted USD LIBOR Rate for such Interest Period.

Notwithstanding the foregoing, if, in the determination of any Floating Rate for any Loan for any Interest Period, no rate having a duration equal to such Interest Period is available on the relevant Screen Page, then the Floating Rate for such Interest Period shall be determined by the Administrative

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Agent by interpolating on a linear basis between (1) the applicable rate for the longest period (for which an interest rate is available on such Screen Page) that is shorter than the Interest Period of that Loan; and (2) the applicable rate for the shortest period (for which an interest rate is available on such Screen Page) that is longer than the Interest Period of that Loan.

The Floating Rate for each Loan will be adjusted automatically with respect to all Loans then outstanding as of the effective date of any change in the Applicable Reserve Requirement.

“Foreign Lender” is defined in Section 2.15(c).

“Fund” means Bain Capital Specialty Finance, Inc.

“Funding Notice” means a notice substantially in the form of Exhibit A.

“FX Coverage Deficit” is defined in the Margining Agreement.

“GAAP” means, subject to the provisions of Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“GBP”, “Pounds Sterling” or “£” mean the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“general intangibles” is defined in the UCC.

“Goldman Sachs” is defined in the preamble.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, the United Kingdom, the European Union or any other foreign entity or government (including any successor to any of the foregoing).

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from 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 or 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 the immediate continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of the Collateral, and all other monies payable thereunder, to give and receive notices and other communications, to make waivers or 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. The term “Granted” has a correlative meaning.

“Grantor” is defined in the Pledge and Security Agreement.

“GS Fee Letter” means the Fee Letter dated on or around the Initial Credit Date between Goldman Sachs and the Borrower Entities with respect to certain fees to be paid from time to time to the Lenders.

“Hedge Account” means each Hedge Counterparty Collateral Account and Hedge Borrower Collateral Account.

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“Hedge Advance Amount” is defined in Section 5.16(a)(9).

“Hedge Agreement” means a Derivative Transaction (a) that in the judgment of the Administrative Agent is a customary foreign exchange derivative product; (b) that is entered into by a Borrower Entity on market terms as of the related trade date for such transaction; (c) under which a Borrower Entity hedges actual or expected foreign currency risks (including cross-currency risks); (d) under which the timing of payments and deliveries, and their respective currencies, are reasonably designed to match the timing and currencies of expected cash flows on one or more Collateral Obligations (and that is reasonably designed not to require payments by the Borrower Entities of non-USD currencies in amounts exceeding the expected cash flows in those currencies from the related Collateral Obligations); and (e) is not entered into by a Borrower Entity for speculative purposes.

“Hedge Borrower Collateral Account” means a segregated trust account established by a Borrower Entity in respect of a Hedge Agreement pursuant to Section 6.3(e), into which the Borrower Entities shall from time to time deposit collateral to secure the obligations of the Borrower Entities to the related Counterparty with respect to such Hedge Agreement.

“Hedge Counterparty Collateral Account” means a segregated trust account established by a Borrower Entity in respect of a Hedge Agreement pursuant to Section 6.3(f), into which the related Counterparty shall from time to time deposit collateral to secure the obligations of such Counterparty to the Borrower Entities with respect to such Hedge Agreement.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.

“Historical Borrowing Base Amount” means, for any Collateral Obligation at any time, an amount (in U.S. Dollars) equal to the product of:

(a)                                 the Advance Rate for such Collateral Obligation as of the date on which such Collateral Obligation was Acquired by a Borrower Entity;

(b)                                 the Collateral Obligation Notional Amount of such Collateral Obligation as at the first day of the Amortization Period (or, if later, the date on which such Collateral Obligation is first Acquired by a Borrower Entity);

(c)                                  the Assigned Price of such Collateral Obligation; and

(d)                                 the Initial FX Rate for such Collateral Obligation.

The Historical Borrowing Base Amount for a Collateral Obligation shall be a static number that shall not change during the term of this Agreement, regardless of any Dispositions (in whole or in part) of or other realization or recoveries on such Collateral Obligation or any changes in the Advance Rate or the Assigned Price therefor.

“IC Memorandum” means, with respect to any Originated Collateral Obligation, the investment committee memorandum (or similar document) prepared by or on behalf of the Investment Manager that supports the applicable Borrower Entity’s investment decision to originate such Originated Collateral Obligation.

“Increased Amount Date” is defined in Section 2.1(d).

“Increased-Cost Lenders” is defined in Section 2.18.

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“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, fees, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and out-of-pocket disbursements of outside counsel for Indemnitees, including in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any reasonable out-of-pocket fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct or special and whether based on any federal, state or foreign laws, statutes, rules or regulations, on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (a) this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof), the performance of the Indemnitees of their respective obligations hereunder or thereunder or the consummation of any transactions contemplated hereby or thereby, any enforcement of any of the Transaction Documents (including any sale of, collection from, or other realization upon any of the Collateral) and any reasonable attorneys’ fees and expenses of outside counsel for the Indemnitees and court costs and any losses incurred directly as a result of a successful defense, in whole or in part, of any claim that an Agent breached its standard of care; or (b) any Fee Letter or any other fee letter delivered by any Agent or any Lender to the Borrower Entities with respect to the transactions contemplated by this Agreement or any other Transaction Document; provided that “Indemnified Liabilities” shall not include (i) in the case of any party other than a Bank Party or an Indemnitee related to a Bank Party, (x) any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, fees, costs, expenses or disbursements to the extent the same have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or a breach of this Agreement or any other Transaction Document by such Indemnitee, (y) any indirect, consequential, incidental, exemplary or punitive damages, opportunity cost or lost profits (other than as expressly set forth in this Agreement or in any other Transaction Document), or (z) fees and out-of-pocket disbursements for more than one outside counsel for each relevant jurisdiction for each Indemnitee as to any matter for which indemnification is sought or (ii) in the case of a Bank Party or an Indemnitee related to a Bank Party, (x) any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, fees, costs, expenses or disbursements to the extent the same have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee in the performance of its duties under the Transaction Documents or (y) any indirect, consequential, incidental, exemplary or punitive damages, opportunity cost or lost profits (other than as expressly set forth in this Agreement or in any other Transaction Document), provided that, for the avoidance of doubt, this clause (y) shall not limit the Borrower’s indemnity obligations herein in respect of any such types of damages described above which are successfully asserted against a Bank Party by third parties and are otherwise Indemnified Liabilities.

“Indemnified Taxes” means: (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower Entities under any Transaction Document; and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” is defined in Section 11.3(a).

“Indemnification Agreement” means the Indemnification Agreement dated on or around the Initial Credit Date between the Equity Holder, the Collateral Agent and Goldman Sachs.

“Independent” means as to any Person, any other Person (including a firm of accountants or lawyers and any member thereof or an investment bank and any member thereof) who (a) does not have and is not committed to acquire any material direct or any material indirect financial interest in such Person or in any Affiliate of such Person, (b) is not connected with such Person as an officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions and (c) is not Affiliated with a firm that fails to satisfy the criteria set forth in clauses (a) and (b).  “Independent” when used with respect to any accountant may include an accountant who audits the books of any Person if in addition to satisfying the criteria set forth above the accountant is independent

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with respect to such Person within the meaning of Rule 101 of the Code of Ethics of the American Institute of Certified Public Accountants.

“Independent Manager” means a natural person who (a) for the five-year period prior to his or her appointment as an Independent Manager has not been, and during the continuation of his or her service as such Independent Manager is not:  (1) an employee, director, stockholder, member, manager, partner or officer of a Borrower Entity or any of its Affiliates (other than his or her service as an independent director or independent manager of Affiliates of such Borrower Entity that are structured to be “bankruptcy remote” in a manner substantially similar to such Borrower Entity); (2) a customer or supplier of a Borrower Entity or any of its Affiliates (other than a supplier of his or her service as an independent director or independent manager of a Borrower Entity or such Affiliate); or (3) any member of the immediate family of a person described in clause (1) or (2) above; and (b) has (1) prior experience as an independent director or independent manager for a corporation, limited liability company or limited partnership whose charter documents required the unanimous consent of all independent directors or independent managers thereof before such corporation, limited liability company, or limited partnership could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy; and (2) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

“Individual Realization Application Amounts” means, for each Collateral Obligation that is the subject of a Disposition or other realization of Principal Proceeds (in whole or in part) during the Amortization Period, an amount (in U.S. Dollars) equal to the product of:

(a)                                 the Agreed Release Value for such Collateral Obligation; and

(b)                                 the portion of the Original Asset Amount for such Collateral Obligation (expressed as a percentage) that is the subject of such Disposition or realization.

For the avoidance of doubt, the Individual Realization Application Amount for any Collateral Obligation in connection with a Disposition or realization of Principal Proceeds may exceed the proceeds from such Disposition or realization.

“Ineligible Asset” means (a) any equity security or any other interest or security that is not eligible for purchase by a Borrower Entity under the Transaction Documents, whether or not received with respect to a Collateral Obligation, or (b) any interest or security purchased as part of a “unit” with a Collateral Obligation and that itself is not eligible for purchase by a Borrower Entity under the Transaction Documents.

“Initial Credit Date” means October 4, 2017 or such other date as may be agreed by the Administrative Agent and the Borrower Entities.

“Initial FX Rate” means, with respect to any Collateral Obligation, the Current FX Rate for such Collateral Obligation as at the date on which the Acquisition of such Collateral Obligation has been approved pursuant to the provisions set forth in the Transaction Documents.

If a Borrower Entity has Committed to Acquire a Collateral Obligation in more than one lot and/or a Collateral Obligation has been added to the Underlying Portfolio in more than one lot (for example, by Commitments or Acquisitions on separate days), then each lot of such a Collateral Obligation shall be treated as separate Collateral Obligations for purposes of determining the Initial FX Rates therefor.

“instruments” is defined in the UCC.

“Interest Collection Account” the trust account maintained pursuant to Section 6.2(a).

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“Interest Only Security” means any obligation or security that does not provide in the related Underlying Instruments for the payment or repayment of a stated principal amount in one or more installments on or prior to its Stated Maturity.

“Interest Period” means, with respect to each Credit Extension:

(a)                                 the period from (and including) the related Credit Date to but excluding the immediately following Payment Date, and

(b)                                 each successive period from and including each Payment Date to but excluding the immediately following Payment Date until the Obligations (other than contingent obligations for which no claim has been asserted) are repaid in full.

“Interest Priority of Payments” is defined in Section 7(a).

“Interest Proceeds” means, with respect to any Payment Date, without duplication:

(a)                                 all payments of interest and dividends, commitment fees and facility fees received during the related Due Period on the Pledged Obligations (including any Reinvestment Income) and any compensation on account of delayed settlement of any Pledged Obligation, other than (x) any payment of interest received on any Defaulted Obligation if the outstanding principal amount thereof then due and payable has not been received by the Borrower Entities after giving effect to the receipt of such payments of interest and (y) the amounts as specified in clause (f) of the definition of Principal Proceeds;

(b)                                 to the extent not included in the definition of “Sale Proceeds”, if so designated by the Investment Manager and notice thereof is conveyed in writing to the Collateral Agent, the Administrative Agent and the Collateral Administrator Parties, any portion of the accrued interest received during the related Due Period in connection with the sale of any Pledged Obligations (excluding accrued interest received in connection with the sale of (x) Defaulted Obligations if the outstanding principal amount thereof has not been received by the Borrower after giving effect to such sale or (y) an asset that was Acquired with Principal Proceeds);

(c)                                  unless otherwise designated by the Investment Manager as Principal Proceeds and notice thereof is conveyed in writing to the Collateral Agent, the Administrative Agent and the Collateral Administrator Parties, all amendment and waiver fees, all late payment fees and all other fees received during such Due Period in connection with the Pledged Obligations, excluding (A) fees received in connection with Defaulted Obligations (but only to the extent that the outstanding principal amount thereof has not been received by the Borrower Entities); (B) premiums (including prepayment premiums) constituting Principal Proceeds in accordance with subclause (c) of the definition thereof; and (C) fees received in connection with the lengthening of the maturity of the related Collateral Obligation or the reduction of the par of the related Collateral Obligation, in each case, as determined by the Investment Manager with notice to the Collateral Agent, the Administrative Agent and the Collateral Administrator Parties;

(d)                                 any recoveries on Defaulted Obligations during the related Due Period in excess of the outstanding principal amount thereof;

(e)                                  (x) any amounts remaining on deposit in the Interest Collection Account from the immediately preceding Payment Date and (y) any Principal Proceeds transferred to the Interest Collection Account for application as Interest Proceeds as expressly provided for herein;

(f)                                   all amounts received by the Borrower Entities under Hedge Agreements, to the extent deemed to be “Interest Proceeds” as provided in Section 5.16;

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(g)                                  all payments of principal and interest on Eligible Investments purchased with the proceeds of any of subclauses (a) through (f) of this definition (without duplication),

provided that:

(1)                                 in connection with the final Payment Date, Interest Proceeds shall include any amount referred to in subclauses (a) through (g) above that is received from the sale of Collateral Obligations on or prior to the day immediately preceding the final Payment Date; and

(2)                                 the Investment Manager, by written notice to the Collateral Agent and the Administrative Agent, may from time to time designate amounts that would otherwise constitute “Interest Proceeds” hereunder to, instead, constitute Principal Proceeds hereunder (“Designated Principal Proceeds”), provided that, at the time of such designation and after giving effect thereto, sufficient Interest Proceeds are then on deposit in the Interest Collection Account in the relevant currencies to cover (x) the full amount of interest that will have accrued on and be payable hereunder in respect of the Loans on the next succeeding Payment Date in accordance with the Priority of Payments and (y) the aggregate amount of Administrative Expenses will have accrued on and be payable hereunder on the next succeeding Payment Date in accordance with the Priority of Payments.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Intermediary” is defined in Section 6.1.

“Investment Company Act” means the U.S. Investment Company Act of 1940 and the rules, regulations and orders issued by the Securities and Exchange Commission thereunder.

“Investment Management Agreement” means an investment management agreement dated on or around the Initial Credit Date between the Borrower Entities and the Investment Manager relating to the Investment Manager’s performance on behalf of the Borrower Entities of certain investment management duties with respect to the Collateral.

“Investment Manager” means Bain Capital Specialty Finance, Inc., in its capacity as “Investment Manager” under the Investment Management Agreement.  Each reference herein to the Investment Manager shall be deemed to constitute a reference as well to (a) any agent of the Investment Manager and to any other Person to whom the Investment Manager has delegated any of its duties hereunder in accordance with the terms of the Investment Management Agreement, in each case during such time as and to the extent that such agent or other Person is performing such duties and (b) to a successor investment manager appointed in accordance with the Investment Management Agreement.

“investment property” and “investments” are defined in the UCC.

“IRS” means the United States Internal Revenue Service.

“Judgment Currency” and “Judgment Currency Conversion Date” are defined in Section 11.22.

“Junior Priority Termination Event” means, with respect to any Hedge Agreement, any event of default or termination event with respect to which the related Counterparty is the sole defaulting party or sole affected party, as applicable.

“Junior Secured Collateral Obligation” means a Collateral Obligation that is (a) a secured Loan Obligation secured by a junior lien on substantially all of the collateral of the underlying obligors or (b) is a Unitranche With Subordinating First-in-First-Out Obligation, all as determined by the Administrative Agent.

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“knowledge” of a Person means the actual knowledge of an Authorized Officer of such Person.

“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement.

“Lien” means (a) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (b) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“Limited Guarantor” means the Fund.

“Limited Guaranty” means the Non-Recourse Carveout Guaranty Agreement dated on or around the Initial Credit Date between the Limited Guarantor, the Collateral Agent and Goldman Sachs.

“Liquid Assets” means, with respect to the Equity Holder on any date, (a) all unrestricted Cash held by the Equity Holder at such date, (b) all Cash equivalents held by the Equity Holder at such date, (c) the Available Commitments at such date and (d) all unfunded commitments available to the Equity Holder under any of its revolving credit facilities, letter of credit facilities or other similar credit facilities.

“Liquid Security” means a security that (a) is in global form, (b) bears a CUSIP number, (c) is rated by at least one nationally recognized statistical ratings organization and (d) is rated at least “B3”/“B-” (or equivalent) by all such nationally recognized statistical ratings organizations.

“Liquidity Amount I” means, on any date, an amount equal to 10% of the aggregate principal amount of the Loans outstanding on such date.

“Liquidity Amount II” means, on any date, an amount equal to the lesser of (a) 5% of the aggregate principal amount of the Loans outstanding on such date and (b) U.S.$12,500,000.

“Loan” is defined in Section 2.1(a).

“Loan Obligation” means a commercial loan.

“Make-Whole Amount” means, in connection with any Make-Whole Event:

(a)                                 if such Make-Whole Event occurs on or prior to the Make-Whole Toggle Date, the aggregate amount of Spread that would have accrued on a principal amount of Loans equal to the related Make-Whole Calculation Amount for each day during the period from and including the date on which such Make-Whole Event occurs to but excluding the Scheduled Maturity Date (the “Make-Whole Spread Amount” for such Make-Whole Event), discounted to present value, all as calculated in good faith by the Administrative Agent; and

(b)                                 if such Make-Whole Event occurs after the Make-Whole Toggle Date, the Make-Whole Premium Percentage (as at the date of such Make-Whole Event) of the related Make-Whole Calculation Amount, all as calculated in good faith by the Administrative Agent.

“Make-Whole Calculation Amount” means, for an Make-Whole Event:

(a)                                 in connection with any Voluntary Prepayment made after the Phase I Funding Period, the principal amount of Loans prepaid in such Make-Whole Event;

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(b)                                 in connection with any other payment of principal on the Loans out of proceeds of Excluded Asset Refinancings, the principal amount of the Loans prepaid in such Make-Whole Event;

(c)                                  in connection with any Voluntary Commitment Reduction, the amount thereof;

(d)                                 in connection with the acceleration of the Loans and other Obligations, the aggregate principal amount of the Loans outstanding as at the time of acceleration.

“Make-Whole Event” means:

(a)                                 each Voluntary Prepayment made after the Phase I Funding Period;

(b)                                 each other payment of principal on the Loans out of proceeds of Excluded Asset Refinancings;

(c)                                  each Voluntary Commitment Reduction; and

(d)                                 the acceleration of the Loans and other Obligations pursuant to Section 9,

in each case other than:

(1)                                 a repayment or prepayment following (x) the imposition of increased costs or other amounts by any Lender under Section 2.14 or 2.15 or (y) the occurrence any event described in Section 2.13(a) (other than the selection of an Alternate Rate under Section 2.13(a)(2)) or Section 2.13 (b);

(2)                                 repayment of Loans in a Clean-Up Call Prepayment;

(3)                                 repayment of Required Principal Amortization Amounts and Individual Realization Application Amounts on the Loans; and

(4)                                 the repayment of principal of the Loans pursuant to Section 7(a)(7) or 7(b)(4) of the Priority of Payments.

“Make-Whole Premium Percentage” means, as at any time in any period, the percentage set forth in the table below opposite the reference to such period:

“Make-Whole Spread Amount” is defined in the definition of Make-Whole Amount.

“Make-Whole Toggle Date” means the first anniversary of the Initial Credit Date.

“Margin Account” means the trust account maintained pursuant to Section 6.3(c).

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“Margin Funding Notice” and “Margin Funding Notice Deadline” are defined in the Margining Agreement.

“Margin Stock” means Margin stock as defined under Regulation U, including any debt security which is by its terms convertible into “Margin Stock”.

“Margining Agreement” means a Margining Agreement dated as of the Initial Credit Date between the Borrowers and the Administrative Agent in substantially the form of Exhibit H, duly executed and delivered.

“Market Value” means, with respect to any Collateral Obligation, the Asset Current Price thereof.  With respect to any Eligible Investment, “Market Value” means (a) the average of at least three firm bids obtained by the Investment Manager from nationally recognized dealers (that are Independent of the Investment Manager and Independent of each other) that the Investment Manager determines (in its sole discretion) to be reasonably representative of the Eligible Investment’s current market value and reasonably reflective of current market conditions; (b) if only two such bids can be obtained, the lower of such two bids shall be the Market Value of the Eligible Investment; (c) if only one such bid can be obtained, such bid shall be the Market Value of the Eligible Investment; and (d) if no such bids can be obtained, then, the Market Value of such the Eligible Investment shall be zero.

“Material Action” means to:  (a) file or consent to the filing of any bankruptcy, insolvency or reorganization petition under any applicable federal, state or other law relating to a bankruptcy naming a Borrower Entity as debtor or other initiation of bankruptcy or insolvency proceedings by or against a Borrower Entity, or otherwise seek, with respect to a Borrower Entity, relief under any laws relating to the relief from debts or the protection of debtors generally; (b) seek or consent to the appointment of a receiver, liquidator, conservator, assignee, trustee, sequestrator, custodian or any similar official for a Borrower Entity or all or any portion of its properties; (c) make or consent to any assignment for the benefit of a Borrower Entity’s creditors generally; (d) admit in writing the inability of a Borrower Entity to pay its debts generally as they become due; (e) petition for or consent to substantive consolidation of a Borrower Entity with any other person; (f) amend or alter or otherwise modify or remove all or any part of Section 1.7 of the Constitutive Documents of the Borrower or any similar provision of the Constituent Documents of any other Borrower Entity; or (g) amend, alter or otherwise modify or remove all or any part of the definition of “Independent Manager” or the definition of “Material Action” (or any similar or analogous term or provision) in the Constitutive Documents of any Borrower Entity.

“Material Adverse Effect” means a material adverse effect on and/or material adverse developments with respect to (a) the business, operations, properties, assets or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) the ability of any Credit Party to fully and timely perform its Obligations; (c) the legality, validity, binding effect or enforceability against a Credit Party of a Transaction Document to which it is a party; or (d) the rights, remedies and benefits available to, or conferred upon, any Agent, any Lender or any other Secured Party under any Transaction Document.

“Material Amendment” means an Amendment that the Administrative Agent believes (after receipt of the related Draft Amendment Package), in its sole and absolute discretion, to be material.  Notwithstanding the foregoing, an Amendment that solely extends the delivery dates for underlying deliverables (i.e. financial statements, officer certificates and similar documentary items) under the Underlying Instruments for each Collateral Obligation, in each case up to a maximum of five days, shall not constitute a “Material Amendment” for purposes hereof.

“Material Amendment Information” means, with respect to each Collateral Obligation:

(a)                                 all written information related to amendments, waivers, modifications or supplements to any Underlying Instrument governing such Collateral Obligation, including any written requests or written communications related thereto; provided that requests or communications relating thereto will not constitute “Material Amendment Information” to the

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extent that such request or communication consists solely of informal discussions relating to amendments, waivers, modifications or supplements or of administrative matters in connection therewith; and

(b)                                 copies of each executed amendment, waiver, modification and supplement to such Underlying Instruments.

“maturity” means, with respect to any Collateral Obligation, the date on which such obligation shall be deemed to mature (or its maturity date), which shall be the earlier of (a) the Stated Maturity of such obligation and (b) if a Borrower Entity has a right to require the issuer or obligor of such Collateral Obligation to purchase, redeem or retire such Collateral Obligation (at par) on any one or more dates prior to its Stated Maturity (a “put right”) and the Investment Manager determines that it shall exercise such put right on any such date, the maturity date shall be the date specified in a certification provided to the Collateral Agent, the Administrative Agent and Collateral Administrator Parties.

“Maturity Date” means the earlier of (a) the Scheduled Maturity Date and (b) the date on which all Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Maximum Facility Amount” means, at any time, an amount equal to (a) the Total Facility Amount at such time; minus (b) the aggregate amount of Voluntary Commitment Reductions made during the Phase I Funding Period but prior to such time; minus (c) the aggregate amount necessary to give effect to any Phase II Commitment Reduction; minus (d) the aggregate principal amount of the Loans repaid during the Phase II Funding Period but prior to such time.

“Minimum Spread Payment”, “Minimum Spread Payment Date” and “Minimum Spread Payment Event” are defined in Section 2.7(d).

“Monetary Default” means a default by a party in the payment of money (other than ordinary course expense reimbursements) when due under a contractual arrangement (determined without regard to any grace period otherwise specified), or a default by such party in the performance or observance of any other obligation thereunder (determined without regard to any grace period otherwise specified) that by its terms can be cured solely by the payment of money.

“money” is defined in the UCC.

“Monthly Report” means the monthly report provided to the Collateral Agent pursuant to Section 6.5(b).

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” is defined in Section 3(37) of ERISA.

“Natural Person” means a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person.

“Net Cash Amount” is defined in the Margining Agreement.

“Net Purchased Loan Balance” means, as of any date of determination, an amount equal to the Dollar Equivalent of (a) the Aggregate Principal Amount of all Collateral Obligations Acquired by the Borrower Entities prior to such date minus (b) the Aggregate Principal Amount of all Warranty Transferred Assets repurchased by the Sellers.

“Net USD Cash Value” is defined in the Margining Agreement.

“New Commitments” and “New Loan” are defined in Section 2.1(d).

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“Nominal Margin Funding Deadline” is defined in the Margining Agreement.

“Non-Consenting Lender” is defined in Section 2.18.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Private Asset” means a Collateral Obligation designated as such pursuant to Section 8.2(a).

“Non-USD Currency” means any currency (other than USD).

“Note” means a promissory note in form and substance satisfactory to the Borrower Entities, the Administrative Agent and the Requisite Lenders.

“Obligation Currency” is defined in Section 11.22.

“Obligations” means all obligations (whether now existing or hereafter arising, absolute or contingent, joint, several or independent) of every nature of each Credit Party, including obligations from time to time owed to the Agents (including former Agents), the Bank Parties, the Collateral Administrator Parties, the Lenders or any of them, under any Transaction Document, whether for principal (including all obligations to pay Required Principal Amortization Amounts), interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), Commitment Fees, Minimum Spread Payments, Make-Whole Amounts, Hedge Advance Amounts, other fees, expenses, indemnification or otherwise.

“OFAC” means the United States Department of the Treasury’s Office of Foreign Assets Control.

“Offer” means, with respect to any Collateral Obligation or Eligible Investment, any offer by the issuer or borrower thereof or by any other Person made to all of the holders thereof to purchase or otherwise Acquire such Collateral Obligation or Eligible Investment; to exchange such Collateral Obligation or Eligible Investment for any other security, debt obligation, Cash or other property (other than, in any case, pursuant to any redemption in accordance with the terms of any related Underlying Instrument or for the purpose of registering the security or debt obligation); or, with respect to any Collateral Obligation that constitutes a bond, any solicitation by the issuer or borrower thereof or any other Person to amend, modify or waive any provision of such bond.

“Officer” means, (a) with respect to a Borrower Entity, any officer of such Borrower Entity or any other Person authorized thereby to take any and all actions necessary to consummate the transactions contemplated by the Transaction Documents; (b) with respect to any other entity that is a partnership, any general partner thereof or any Person authorized by such entity; (c) with respect to any other entity that is a limited liability company, any member thereof or any Person authorized by such entity; and (d) with respect to the Collateral Agent, a Trust Officer.

“Officer’s Certificate” means, with respect to any Person, a certificate signed by an Authorized Officer of such Person.

“Opinion of Counsel” means a written opinion addressed to the Administrative Agent and the Collateral Agent, in form and substance reasonably satisfactory to the Administrative Agent, of a nationally or internationally recognized law firm or an attorney admitted to practice (or law firm, one or more of the partners of which are admitted to practice) before the highest court of any State of the United States or the District of Columbia (or of any other relevant jurisdiction, in the case of an opinion relating to the laws of such other jurisdiction) in the relevant jurisdiction, which attorney may, except as otherwise

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expressly provided in this Agreement, be counsel for the Borrower Entities or the Investment Manager and which attorney or firm shall be reasonably satisfactory to the Administrative Agent.  Whenever an Opinion of Counsel is required hereunder, such Opinion of Counsel may rely on opinions of other counsel who are so admitted and otherwise satisfactory which opinions of other counsel shall accompany such Opinion of Counsel and shall be addressed to the Administrative Agent and Collateral Agent (or shall state that the Administrative Agent and the Collateral Agent shall be entitled to rely thereon).

“Organizational Documents” means (a) with respect to any corporation or company, its certificate, memorandum or articles of incorporation, organization or association and its by-laws; (b) with respect to any limited partnership, its certificate or declaration of limited partnership and its partnership agreement; (c) with respect to any general partnership, its partnership agreement and (d) with respect to any limited liability company, its articles of organization and its operating agreement.  If any term or condition of this Agreement or any other Transaction Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such Organizational Document shall only be to a document of a type customarily certified by such governmental official.  Without limiting the foregoing, the Constitutive Documents of any Person shall constitute Organizational Documents for such Person.

“Original Asset Amount” means, for any Collateral Obligation, the par amount of such Collateral Obligation Acquired by the Borrower Entities (stated in the Specified Currency in which such Collateral Obligation is denominated).  The Original Asset Amount for a Collateral Obligation shall be a static number that shall not change during the term of this Agreement, regardless of any Dispositions (in whole or in part) of or other realization or recoveries on such Collateral Obligation.

“Originate” includes direct primary origination as well as purchase in connection with the distribution by syndication of a Collateral Obligation, participation in a “club” deal or similar arrangement.  The terms “Originated” and “Origination” have correlative meanings.

“Originated Collateral Obligation” means a Collateral Obligation that a Borrower Entity Commits to Originate.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient 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 pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Loan or Transaction Document).

“Other Material Default” means a default (other than a Monetary Default) by a party in the performance or observance of any obligation of that party under a contractual arrangement that (a) with the giving of notice or lapse of time or both, would become an event of default with respect to such party and (b) materially and adversely affects the other party to such contractual obligation.

“Other Taxes” means any and all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery, performance, or enforcement or registration of, from the receipt of perfection of a security interest under, or otherwise with respect to, this Agreement or any other Transaction Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18).

“Participant Register” is defined in Section 11.6(g)(1).

“Participation” means an interest in a loan or other debt obligation Acquired indirectly by way of participation from a Selling Institution.

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“PATRIOT Act” is defined in Section 3.1.

“Payment Account” the trust account maintained pursuant to Section 6.3(a).

“Payment Date” means each of the following, as applicable:

(a)                                 the First Payment Date;

(b)                                 thereafter, each three-month anniversary of the First Payment Date to, but excluding, the Maturity Date; and

(c)                                  the Maturity Date.

If any such date is not a Business Day, the Payment Date shall be the next following Business Day.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Code or Section 302 of ERISA.

“Permitted Additional Subsidiary” means a direct wholly owned Subsidiary of a Borrower Entity that is formed with the express consent of the Requisite Lenders (which consent the Requisite Lenders may give, withhold or condition in their sole and absolute discretion).

“Permitted Financing Subsidiary” means, with respect to the Equity Holder, any Subsidiary (thereof) formed for the purpose of obtaining financing on a non-recourse basis to the Equity Holder.

“Permitted Lien” means, with respect to the Collateral:  (a) security interests, liens and other encumbrances created pursuant to the Transaction Documents; (b) with respect to agented Collateral Obligations, customary security interests, liens and other encumbrances in favor of the lead agent, the collateral agent or the paying agent on behalf of all holders of indebtedness of such obligor under the related facility; (c) any lien on a Collateral Obligation granted by a Borrower Entity to a Person that acquired a Collateral Obligation from such Borrower Entity pursuant to participation to secure the payment obligations related to such Collateral Obligation, provided that the granting of such participation interest is expressly permitted hereunder and under the other Transaction Documents; (d) the restrictions on transferability imposed by any Underlying Instrument; and (e) with respect to any Counterparty, liens on the subaccount of the Hedge Borrower Collateral Account created for such Counterparty pursuant hereto in connection with the Hedge Agreements to which such Counterparty is a party.

“Permitted Repurchases” is defined in Section 8.3.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Phase I Funding Period” means the period from and including the Initial Credit Date to but excluding the date that is 36 months after the Initial Credit Date, as such period may be extended as provided herein.

“Phase II Commitment Reduction” is defined in Section 2.8(b).

“Phase II Funding Period” means the period from the last day of the Phase I Funding Period to the Final Funding Date, as such period may be extended as provided herein.

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“Platform” means Debt Domain, Intralinks, SyndTrak or another relevant website or other information platform.

“Pledge and Security Agreement” means the Pledge and Security Agreement dated on or around the Initial Credit Date between the Borrower Entities, the Equity Holder, the other Grantors (if any) and the Collateral Agent.

“Pledged Obligations” means, on any date of determination, the Collateral Obligations and the Eligible Investments owned by the Borrower Entities that have been Granted to the Collateral Agent under the Transaction Documents.

“Power of Attorney” means the power of attorney dated on or around the Initial Credit Date by the Borrower Entities in favor of the Collateral Agent for the benefit of the Secured Parties, in substantially the form of Exhibit F hereto.

“Preliminary Documentation Package” means, for each Collateral Obligation, (a) the original executed note (if any) or a faxed copy thereof along with a certificate from the closing attorney certifying possession of the required Underlying Instruments (for Collateral Obligations) closed in escrow; (b) in the case of Collateral Obligations acquired by assignment, a copy of each executed document or instrument evidencing the assignment of such Collateral Obligation to the relevant Borrower Entity; (c) in the case of Collateral Obligations Originated by the relevant Borrower Entity, a copy of the principal Underlying Instruments governing such Collateral Obligation; (d) the applicable Escrowed Assignment Agreement Documents; and (e) any applicable Administrative Agent Cooperation Agreements.

“Pricing Source” means, for any Proposed Collateral Obligation, a market maker in the relevant market, LoanX, LPC or other pricing sources reasonably acceptable to the Requisite Lenders.

“Prime Rate” means the rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty largest banks), as in effect from time to time.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  The Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Balance” means as of any date of determination, with respect to (a) any Collateral Obligation, the outstanding principal amount (excluding any deferred or capitalized interest thereon) of such Collateral Obligation on such date; and (b) any Eligible Investment or Cash, the Balance of such Eligible Investment or Cash.

“Principal Collection Account” means the trust account maintained pursuant to Section 6.2(b).

“Principal Office” means, for each Agent, such Person’s office as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to the Borrower Entities, the Administrative Agent, the Collateral Agent and each Lender.

“Principal Payments” means, with respect to any Payment Date, an amount equal to the sum of any cash payments of principal (including optional or mandatory redemptions or prepayments) received on the Pledged Obligations during the related Due Period, including payments of principal received in respect of exchange offers and tender offers and recoveries on Defaulted Obligations up to the outstanding principal amount thereof, but not including Sale Proceeds.

“Principal Proceeds” means, with respect to any Payment Date, without duplication:

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(a)                                 all Principal Payments received during the related Due Period on the Pledged Obligations;

(b)                                 any amounts, distributions or proceeds (including resulting from any sale) received in cash on any Defaulted Obligations (other than proceeds that constitute Interest Proceeds under subclause (b) or (e) of the definition thereof) during the related Due Period to the extent the outstanding principal amount thereof then at the time such obligation became a Defaulted Obligation has not been received by a Borrower Entity after giving effect to the receipt of such amounts, distributions or proceeds, as the case may be;

(c)                                  all premiums (including prepayment premiums) received during the related Due Period on the Collateral Obligations;

(d)                                 (A) all amounts transferred to the Principal Collection Account from the Expense Reserve Account during the related Due Period and (B) any Principal Proceeds and unused proceeds designated for application as Principal Proceeds as expressly provided for herein;

(e)                                  Sale Proceeds received during the related Due Period;

(f)                                   any accrued interest purchased after the Closing Date with Principal Proceeds that is received after the First Payment Date;

(g)                                  all other payments received during the related Due Period on the Collateral not included in Interest Proceeds;

(h)                                 all Designated Principal Proceeds; and

(i)                                     all amounts received by the Borrower Entities under Hedge Agreements, to the extent deemed to be “Principal Proceeds” as provided in Section 5.16.

“Principal Priority of Payments” is defined in Section 7(b).

“Priority of Payments” is defined in Section 7.

“Private Asset” means a Collateral Obligation designated as such pursuant to Section 8.2(a).

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

“Proceeds” means (a) any property (including but not limited to Cash and securities) received as a Distribution on the Collateral or any portion thereof, (b) any property (including but not limited to Cash and securities) received in connection with the sale, liquidation, exchange or other disposition of the Collateral or any portion thereof and (c) all proceeds (as such term is defined in the UCC) of the Collateral or any portion thereof.

“Process Agent” is defined in Section 11.15.

“Proposed Collateral Obligation” means a Collateral Obligation that the Investment Manager has proposed to be Acquired by a Borrower Entity that:

(a)                                 satisfies the Reinvestment Criteria at the time of such proposal (other than obtaining the consent of the holders of the Administrative Agent);

(b)                                 is not and has not previously been a Revalued Asset; and

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(c)                                  has credit, subordination, collateralization and repayment characteristics that are substantially consistent with the overall credit, subordination, collateralization and repayment characteristics of the Underlying Portfolio.

“Pro Rata Share” means, with respect to all payments, computations and other matters relating to the Loans of any Lender at any time, the percentage obtained by dividing (a) the outstanding principal amount of the Loans plus the aggregate unused Commitments of that Lender at such time by (b) the aggregate outstanding principal amount of the Loans plus the aggregate unused Commitments of all Lenders at such time.

“Recipient” means Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower Entities hereunder.

“Refund Request Notice” is defined in the Margining Agreement.

“Register” is defined in Section 2.4(b).

“Registered” means a debt obligation that is in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and the United States Treasury regulations promulgated thereunder.

“Regulation A”, “Regulation D”, “Regulation T”, “Regulation U” and “Regulation X” mean Regulations A, D, T, U and X, respectively, of the Board of Governors and all official rulings and interpretations thereunder or thereof.

“Reinvestment Criteria” means (a) the criteria set forth in the definitions of “Collateral Obligation” and “Collateral Obligation Criteria” and (b) the terms and conditions set forth in Sections 8.2 and 8.4.

“Reinvestment Income” means any interest or other earnings on unused proceeds deposited in the Principal Collection Account.

“Replacement Lender” is defined in Section 2.18.

“Required Amount” is defined in the Margining Agreement.

“Required Hedge Collateral” is defined in Section 6.2(c)(2).

“Required Principal Amortization Amount” means, for any Payment Date during the Amortization Period, the Aggregate Realization Application Amount for all Dispositions and realizations of Principal Proceeds on Collateral Obligations that occurred during the related Due Period; provided that the Required Principal Amortization Amount for the final Payment Date shall be equal to the aggregate principal amount of the Loans then outstanding.

“Requisite Lenders” means, at any time, Lenders holding more than 50% of the sum of (a) the aggregate principal amount of the Loans outstanding at such time and (b) the aggregate unused Commitments at such time (but, to the extent there is more than one Lender at such time, “Requisite Lenders” will not include any Defaulting Lender).

“Reserved Expenses” is defined in Section 6.3(b).

“Restructuring”, “Revaluation Determination Date”, “Revalued Asset” and “Revalued Price” are defined in the Margining Agreement.

“Sale and Contribution Agreement” means the Borrower Sale and Contribution Agreement.

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“Sale Proceeds” means all amounts representing:

(a)                                 proceeds from the sale or other disposition of any Collateral Obligation or any other property received by a Borrower Entity;

(b)                                 at the Investment Manager’s sole discretion (with notice to the Collateral Agent, the Administrative Agent and the Collateral Administrator Parties), any accrued interest received in connection with any Eligible Investment purchased with any proceeds described in subclause (a) above; and

(c)                                  any proceeds of the foregoing, including from the sale of Eligible Investments purchased with any proceeds described in subclause (a) above (including any accrued interest thereon, but only to the extent so provided in subclause (b) above).

In the case of each of subclauses (a) through (c), Sale Proceeds (1) shall only include proceeds received on or prior to the last day of the relevant Due Period (or with respect to the final Payment Date, the day immediately preceding the final Payment Date) and (2) shall be net of any reasonable fees, expenses or indemnities incurred by the Investment Manager, the Administrative Agent, the Collateral Administrator Parties, the Bank Parties, the Collateral Agent in connection with such sale or other disposition.

“Sanctions” and “Sanctions Laws” are defined in Section 4.18.

“Scheduled Maturity Date” means October 5, 2022 (as such date may be extended pursuant to Section 2.1(f)).

“Scheduled Maturity Date Extension Request” is defined in Section 2.1(f).

“Schedule of Collateral Obligations” means the schedule of Collateral Obligations, which shall list each Collateral Obligation Acquired by the Borrower Entities, delivered pursuant to Section 3 on the Initial Credit Date, or any other schedule substantially in the same form, and supplemented, in either case, by additional information regarding Collateral Obligations Acquired by the Borrower Entities, in each case as amended from time to time to reflect the release of Collateral Obligations and the inclusion of Collateral Obligations pursuant to the terms and conditions hereof.

“Screen Page” means the LIBOR01 page of the Thompson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) (or on the appropriate page of such other information service which publishes that rate from time to time in place of Thompson Reuters).

If any such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Investment Manager.

“S&P” means Standard & Poor’s Financial Services LLC.

“Secured Parties” means the Agents and the Lenders and each other Person (if any) identified as a “Secured Party” in any of the Collateral Documents.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“securities” is defined in the UCC.

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“Securities Account Control Agreement” means the Securities Account Control Agreement dated on or around the Initial Credit Date between the Borrower Entities and the Bank, as Collateral Agent, the Bank, as Securities Intermediary, and the Administrative Agent.

“Securities Intermediary” is defined in Section 8-102(a)(14) of the UCC.

“Security Entitlement” is defined in Section 8-102(a)(17) of the UCC.

“Seller” means, under the Borrower Sale and Contribution Agreement, the Fund.

“Selling Institution” means an institution from which a Participation would be Acquired.

“Solvent” means, with respect to any Credit Party, that as of the date of determination, (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the value (both at fair value and present fair saleable value) of such Credit Party’s present assets; (b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date or with respect to any transaction contemplated to be undertaken after the Closing Date; (c) such Credit Party is able to pay its debts as such debts mature; and such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and other Debtor Relief Laws.  For purposes of this definition, the amount of any contingent or unliquidated debt at any time, such debt shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under FASB Accounting Standards Codification Topic 450-20).

“Specified Change” means any Amendment with respect to a Collateral Obligation that has the effect of:

(a)                                 deferring the payment of cash interest;

(b)                                 delaying or extending the stated maturity of such Collateral Obligation by more than 24 months; or delaying or extending the date of any scheduled principal payment that (A) reduces such scheduled distribution by more than the greater of (x) 20% and (y) $250,000; (B) postpones such scheduled distribution by more than two payment periods or eliminates such scheduled distribution; or (C) causes the weighted average life of such Collateral Obligation to increase by more than 10% (each as determined by the Administrative Agent);

(c)                                  increasing or reducing the interest rate by more than 1.0% (excluding any increase in an interest rate arising by operation of a default or penalty interest clause under a Collateral Obligation and any reduction or increase pursuant to a contractual pricing grid set forth in the related Underlying Instruments as in effect on the date on which such Collateral Obligation was Acquired by a Borrower Entity);

(d)                                 releasing collateral or any guarantor or other obligor thereon, other than as may be expressly permitted in the Underlying Instruments (as set forth therein at the time the Borrower Entities first Acquired such Collateral Obligation);

(e)                                  changing any financial covenant; changing any defined term used in the calculation of a Financial Ratio or any other financial covenant; or changing any other defined term that is materially adverse to the rights and remedies of the Lenders (as determined by the Administrative Agent in its sole and absolute discretion);

(f)                                   reducing or forgiving any principal thereof;

(g)                                  subordinating the payment obligations of an obligor on such Collateral Obligation to any other indebtedness, or subordinating the liens on a material portion of the collateral

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securing such Collateral Obligation, or making any other change (including through a change in the capital structure of the obligors on such Collateral Obligation or the transfer of assets from an obligor on such Collateral Obligation) that has the effect of structurally subordinating such Collateral Obligation to other indebtedness or liabilities, in each case other than as expressly permitted in the related Underlying Instruments (as set forth therein at the time the Borrower Entities first Acquired such Collateral Obligation);

(h)                                 altering the pro rata allocation, sharing of distributions or waterfall of payment required by the Underlying Instruments of a Collateral Obligation as between the term lenders and any revolving lenders with respect thereto;

(i)                                     changing any of the provisions of an Underlying Instrument specifying the number or percentage of lenders required to effect any of the foregoing; or

(j)                                    otherwise having a material adverse impact on the value of such Collateral Obligation as determined in good faith by the Administrative Agent.

“Specified Credit Party” means a Credit Party other than the Limited Guarantor.

“Specified Currency” means each of AUD, EUR, GBP and USD.  The “Specified Currency” applicable to any obligation, payment or Collateral Obligation means:

(a)                                 in respect of any obligation or payment to be made hereunder or under any of the other Transaction Documents or in connection herewith or therewith, the currency in which such obligation or payment is denominated as may be approved by the Collateral Agent; and

(b)                                 in respect of any Collateral Obligation, the currency (if any) in which such Collateral Obligation is denominated and payable as may be approved by the Collateral Agent.

“Specified Information” is defined in Section 5.14.

“Specified Payment Amounts” means, with respect to any Payment Date, all Extraordinary Expense Amounts that the Investment Manager has designated in writing to the Collateral Agent and the Administrative Agent, prior to the related Determination Date, as the “Specified Payment Amounts” (if any) for such Payment Date.

“Specified Payment Waterfall Provisions” means subclause (13) of the Interest Priority of Payments) and subclause (10) of the Principal Priority of Payments.

“Specified Person” is defined in Section 10.7(b).

“Sponsor” means Bain Capital Specialty Finance, Inc.

“Sponsor Administrative Agent” means the Borrower or any of its affiliates, including the Sponsor or any of their respective affiliates, in each case that has any right (however designated) to consent to, approve, reject, register or otherwise impose conditions on the assignment or other transfer of any Collateral Obligation or other asset included in the Collateral, whether as administrative agent, servicer, registrar, principal or in any other capacity (in each case other than as the registered owner of such Collateral Obligation, in its capacity as such owner); provided that in each case that the Sponsor has control, directly or indirectly, over such entity.

“Sponsor Affiliate” means each Credit Party and each other Affiliate of the Sponsor.

“Sponsor Deficit/Excess Calculation” and “Sponsor Valuation” are defined in the Margining Agreement.

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“Spread” means 2.50% per annum.

“Stated Maturity” means, with respect to any security or debt obligation, the date specified in such security or debt obligation as the fixed date on which the final payment of principal of such security or debt obligation is due and payable or, if such date is not a Business Day, the next following Business Day.

“Structured Finance Obligation” means any obligation secured directly by, referenced to, or representing ownership of, a pool of receivables or other financial assets of any obligor, including collateralized debt obligations and mortgage-backed securities.

“Subordinate Interests” means the rights of the Borrower Entities and the Equity Holder in and to the Collateral.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided that, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“Successor Management Fees” means any management fees payable to a successor Investment Manager as agreed between the Borrower Entities, the Administrative Agent and any such successor Investment Manager.

“Successor Investment Manager” means a replacement Investment Manager appointed in the manner and to the extent provided in the Investment Management Agreement.

“Syndication Agent” is defined in the preamble.

“Synthetic Security” means a security or swap transaction 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.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (together with interest, penalties and other additions thereto) of any nature and whatever called, imposed, levied, collected, withheld or assessed by any Governmental Authority.

“Tax Jurisdiction” means the Bahamas, Bermuda, the British Virgin Islands, the Cayman Islands, the Channel Islands, Curaçao or Ireland.

“Terminated Lender” is defined in Section 2.18.

“Total Facility Amount” means, at any date, (a) $500,000,000 plus (b) the aggregate amount of New Commitments that have become effective on or prior to such date.

“Total Indebtedness” means, in respect of any Collateral Obligation, the aggregate principal amount of all of the borrowing facilities available to the obligor under the terms of the relevant Underlying Instruments, all as determined by the Administrative Agent.  For purposes of determining the Total Indebtedness available in respect of any Collateral Obligation:  (1) for Collateral Obligations that are, in accordance with then-prevailing market practice, typically bought and sold together, the respective aggregate principal amount of the borrowing facilities available to the obligor under the facilities

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evidenced by the relevant Underlying Instruments shall be aggregated (and, for the avoidance of doubt, the respective aggregate principal amounts of all revolving facilities, term loan “A” tranches, term loan “B” tranches and similar loan tranches issued under a single credit agreement shall be aggregated); (2) the respective principal amounts of lines of credit and delayed draws that, in accordance with then-prevailing market practice, trade with any Collateral Obligation shall be aggregated; and (3) the respective principal amount of any borrowing facilities that are, under then prevailing market practice, considered add-on facilities in respect of any Collateral Obligation shall be aggregated with the principal amount of such Collateral Obligation (regardless of whether such facilities are “tax fungible” with such Collateral Obligation); provided that, in the case of clauses (1), (2) and (3) above, such facilities are pari passu in terms of repayment seniority and, with respect to appropriate price adjustments, buyers are typically indifferent between such facilities.

“Transaction Accounts” means (a) the Interest Collection Account, the Payment Account, the Collateral Account, the Principal Collection Account, the Expense Reserve Account and the Margin Account; and (b) with respect to each Borrower Entity other than the Borrower, such other accounts in the name of such Borrower Entity, in each case subject to the lien of the Collateral Agent and subject to an Account Control Agreement in favor of the Collateral Agent, as may be necessary or advisable for the operations of such Borrower Entity, in each case subject to the consent of the Administrative Agent in its sole and absolute discretion.

“Transaction Data Room” means a password-protected electronic data room established by the Borrower Entities or the Investment Manager on its behalf, access to which shall be available and provided at all times to the Collateral Agent, on behalf of the Secured Parties, and the Administrative Agent.

“Transaction Document” means any of this Agreement, the Notes (if any), the Fee Letters, the Collateral Administration Agreement, the Sale and Contribution Agreement and Transfer Supplements, the Administrative Agent Cooperation Agreements, the Limited Guaranty, the Indemnification Agreement, the Collateral Documents, the Investment Management Agreement, the Hedge Agreements and all other documents, certificates, instruments or agreements executed and delivered by or on behalf of a Credit Party for the benefit of any Agent or any Lender in connection herewith on or after the date hereof.

“Transfer Date” means each Conveyance Date under the Sale and Contribution Agreements.

“Transfer Supplement” means the supplement to the Schedule of Collateral Obligations, as defined in accordance with the Sale and Contribution Agreements, delivered on each Transfer Date.

“Trust Officer” means, when used with respect to the Collateral Agent, any officer within the Global Corporate Trust Services Division (or any successor group of the Collateral Agent) including any director, managing director, vice president, assistant vice president, associate or officer of the Collateral Agent customarily performing functions similar to those performed by the persons who at the time shall be such officers, or to whom any corporate trust matter is referred at the Corporate Trust Office because of his or her knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of this Agreement.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.

“Underlying Instruments” means, with respect to any Collateral Obligation, (a) the indenture, credit agreement or other agreement pursuant to which such Collateral Obligation has been issued or created, (b) each other agreement that governs the terms of or secures the obligations represented by such Collateral Obligation or of which the holders of such Collateral Obligation are the beneficiaries and (c) all related closing documents.

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“Underlying Portfolio” means the portfolio of Collateral Obligations (including Unsettled Sale Assets) or Unsettled Purchase Assets, as applicable, owned by the Borrower Entities or Committed to be owned by the Borrower Entities from time to time.

“Unitranche With Subordinating First-in-First-Out Obligation” means a unitranche obligation for which the first-in-first out portion (or any analogous arrangement among lenders that creates a contractual subordination) comprises more than 25% of the aggregate principal amount of such obligation as of its issue date (or at any time thereafter).

“Unsecured Collateral Obligation” means a Collateral Obligation that is unsecured.

“Unsettled Purchase Asset” means, as of any date, an asset that a Borrower Entity has Committed to Acquire and in respect of which the Acquisition by such Borrower Entity has not yet settled.

“Unsettled Sale Asset” means, as of any date, a Collateral Obligation that a Borrower Entity has Committed to sell and in respect of which the sale by such Borrower Entity has not yet settled.

“Upfront Fee” is defined in Section 2.7(b).

“U.S. Lender” is defined in Section 2.15(c).

“U.S. Person” is defined in Regulation S under the Securities Act.

“U.S. Tax Compliance Certificate” is defined in Section 2.15(c).

“Valuation Report” is defined in Section 6.5(c).

“Value Adjustment Event” is defined in the Margining Agreement.

“Warranty Transferred Assets” is defined in Section 6.1 of the Borrower Sale and Contribution Agreement.

1.2.                            Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.  Financial statements and other information required to be delivered by the Borrower Entities to Lenders pursuant to Schedule A shall be prepared in accordance with GAAP as in effect at the time of such preparation.

1.3.                            Interpretation, Etc.

(a)                                 Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided.  The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

(b)                                 References to any statute or code shall, unless otherwise specified, be deemed to refer to such statute or code and all rules and regulations promulgated thereunder, all as amended, modified, supplemented, waived, restated, amended and restated, replaced or otherwise modified from time to time.

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(c)                                  References to:

(1)                                 any agreements shall, unless otherwise specified, be deemed to refer to such agreements as amended, modified, supplemented, waived, restated, amended and restated, replaced or otherwise modified from time to time;

(2)                                 any Person shall, unless otherwise specified, include references to such Person’s successors and assigns; and

(3)                                 any Person acting in any particular capacity shall, unless otherwise specified, include references to such Person’s successors and assigns in such capacity,

provided that the foregoing is without prejudice to the rights or remedies available to a party herein or in any of the other Transaction Documents that restricts, limits or imposes conditions upon, or provides consequences for, any amendments, successions or assignments.

1.4.                            Assumptions as to Collateral Obligations, Etc.

(a)                                 In connection with all calculations required to be made pursuant to this Agreement with respect to Distributions on any Pledged Obligations, or any payments on any other assets included in the Collateral, and with respect to the income that can be earned on Distributions on such Pledged Obligations and on any other amounts that may be received for deposit in the Transaction Accounts, the provisions set forth in this Section 1.4 shall be applied.

(b)                                 All calculations with respect to Distributions on the Pledged Obligations shall be made by the Investment Manager on the basis of information as to the terms of each such Pledged Obligation and upon report of payments, if any, received on such Pledged Obligation that are furnished by or on behalf of the issuer of or borrower with respect to such Pledged Obligation and, to the extent they are not manifestly in error, such information or report may be conclusively relied upon in making such calculations.  To the extent they are not manifestly in error, any information or report received by the Investment Manager (other than those prepared by the Investment Manager), the Collateral Administrator Parties, the Collateral Agent or the Administrative Agent with respect to the Collateral Obligations may be conclusively relied upon in making such calculations.

(c)                                  For each Due Period, the Distribution on any Pledged Obligation (other than a Defaulted Obligation, which shall be, until any Distribution is actually received by a Borrower Entity from such Defaulted Obligation, assumed to have a Distribution of zero) shall be the minimum amount, including coupon payments, accrued interest, scheduled Principal Payments, if any, by way of sinking fund payments which are assumed to be on a pro rata basis or other scheduled amortization of principal, return of principal, and redemption premium, if any, assuming that any index applicable to any payments on a Pledged Obligation that is subject to change is not changed, that, if paid as scheduled, will be available in the Interest Collection Account or the Principal Collection Account, at the end of the Due Period net of withholding or similar taxes to be withheld from such payments (but taking into account payments made in respect of such taxes that result in the net amount actually received by a Borrower Entity (free and clear of taxes, whether assessed against such obligor thereof, the counterparty with respect thereto, or such Borrower Entity) being equal to the full amount that such Borrower Entity would have received had no such deduction or withholding been required).

(d)                                 All calculations under this Agreement shall be in U.S. Dollars unless otherwise specified.  For purposes of this Agreement, unless otherwise specified, calculations with respect to all amounts or assets received, held or required to be paid in a currency other than U.S. Dollars shall be made on the basis of the Dollar Equivalent thereof.

(e)                                  No Agent warrants, nor accepts responsibility, nor shall have any liability with respect to, in each case in the absence of its gross negligence, bad faith or willful misconduct of its duties

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hereunder, the administration, submission or any other matter related to (1) the Floating Rates, the Base Rates, the Prime Rate or, in each case, any comparable or successor rate thereto or (2) the Screen Pages or any successors or replacements thereto, it being understood that the Administrative Agent shall determine the interest rates applicable hereunder as expressly provided herein, in each case in the absence of its bad faith, gross negligence or willful misconduct of its duties hereunder.

(f)                                   To the extent of any ambiguity in the interpretation of any definition or term contained in this Agreement or to the extent more than one methodology can be used to make any of the determinations or calculations set forth therein, the Collateral Administrator Parties shall be entitled to request direction from the Investment Manager (which shall be subject to confirmation by the Administrative Agent) as to the interpretation and/or methodology to be used, and the Collateral Administrator Parties shall follow such direction, and together with the Collateral Agent, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.

(g)                                  Any direction or Borrower Order required hereunder relating to the Acquisition, sale, disposition or other transfer of Collateral may be in the form of a trade ticket, confirmation of trade, instruction to post or to commit to the trade or similar instrument or document or other written instruction (including by email or other electronic communication or file transfer protocol) from the Borrower Entities (or the Investment Manager) on which the Collateral Agent may rely.

(h)                                 For purposes of (1) the Schedule of Collateral Obligations or a list of Collateral Obligations prepared in accordance with this Agreement, (2) the Daily Reports, (3) the Valuation Reports, (4) the Monthly Reports, (5) the Additional Reports prepared in accordance with this Agreement and (6) preparing any other reports hereunder, Collateral Obligations Committed to be Acquired by a Borrower Entity shall be treated as owned or Acquired by such Borrower Entity (with the Collateral Agent deemed to have a perfected security interest or charge in such Collateral Obligation) and Collateral Obligations Committed to be sold by a Borrower Entity shall be treated as having been sold by such Borrower Entity and shall not be treated as owned by such Borrower Entity.

(i)                                     Unless otherwise stated herein or in the other Transaction Documents or the context otherwise requires, all determinations and calculations of the Borrowing Base (and any component thereof), as of each date of determination thereof shall be made by the Calculation Agent in its sole and absolute discretion, subject to the Borrower’s Dispute rights as set forth in the Margining Agreement.

SECTION 2. LOANS AND COMMITMENTS

2.1.                            Loans and Commitments.

(a)                                 Loans.

(1)                                 During the Phase I Funding Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving loans to the Borrower in an aggregate amount up to but not exceeding such Lender’s Commitment as then in effect; provided that, after giving effect to the making of any such Loan, the aggregate outstanding principal amount of the Loans does not exceed the lesser of (x) the Maximum Facility Amount at such time and (y) the Borrowing Base at such time.  Amounts borrowed pursuant to this Section 2.1(a)(1) may be repaid and reborrowed during the Phase I Funding Period.

(2)                                 During the Phase II Funding Period, subject to the terms and conditions hereof, each Lender severally agrees to make loans on a delayed draw basis to the Borrower in an aggregate amount up to but not exceeding such Lender’s Commitment as then in effect; provided that, after giving effect to the making of any such Loan, the aggregate outstanding principal amount of the Loans does not exceed the lesser of (x) the Maximum Facility Amount at such time and (y) the Borrowing Base at such time.  Amounts borrowed pursuant to this Section 2.1(a)(2), once repaid, may not be reborrowed.

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(3)                                 Each loan made under clauses (1) and (2) above is referred to herein as a “Loan”.  Unless otherwise consented to by the Administrative Agent, Loans shall not occur more frequently than five times per calendar month.

(b)                                 Borrowing Mechanics for Loans.

(1)                                 Loans shall be in an aggregate minimum amount equal to the Applicable Minimum Amount and integral multiples equal to the Applicable Integral Multiple in excess of that amount (or such lesser amount as shall constitute the entire Commitment then available).

(2)                                 Subject to Section 2.1(c), whenever the Borrower desires that Lenders make Credit Extensions, the Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) a fully executed Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date or in each case such period shorter as may be agreed by the Requisite Lenders and the Administrative Agent.

(3)                                 For each Credit Extension, the Administrative Agent shall notify the Borrower, the Collateral Agent, the Collateral Administrator and each Lender of the principal amount of the Loans to be made, along with each Lender’s respective Pro Rata Shares thereof (which Pro Rata Shares shall be equal to the Loan amount that each Lender will be obligated to fund to the Borrower on the related Credit Date).  Such notice shall be provided by the Administrative Agent with reasonable promptness, but not later than 10:00 a.m. (New York City time) on such Credit Date.

(4)                                 For each Credit Extension, each Lender shall make the amount of its Loans available to the Administrative Agent not later than 12:00 p.m. (New York City time) on the related Credit Date by wire transfer of same day funds in USD at the principal office designated by the Administrative Agent.  Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Loans available to the Borrower on such Credit Date by causing an amount of same day funds (in the same currency received from the Lenders) to be deposited in the Principal Collection Account for application of such proceeds in accordance with Section 2.3 or as otherwise agreed between the Administrative Agent and the Borrower.

(5)                                 If a funding does not occur on any Credit Date because any condition precedent to such requested borrowing herein specified has not been met or not all Lenders have made their respective Loans on such date, then the Administrative Agent shall return any amounts received to the respective Lenders without interest.

(c)                                  Notices.  Each Funding Notice shall be executed by an Authorized Officer of the Borrower in a writing delivered to the Administrative Agent.  In lieu of delivering a Funding Notice, the Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing; provided that each such notice shall be promptly confirmed in writing by delivery of the applicable Funding Notice to the Administrative Agent on or before the close of business on the date that the telephonic notice is given; provided that a Funding Notice for all Loans made on the Initial Credit Date may, in the Administrative Agent’s sole and absolute discretion, be deemed to have been provided by other documentation satisfactory to the Administrative Agent.  In the event of a discrepancy between the telephone notice and the written Funding Notice, the written Funding Notice shall govern.  Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of the Borrower or for otherwise acting in good faith.

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(d)                                 Commitment Increases.

(1)                                 The Borrower may, by written notice to the Administrative Agent given during the Phase I Funding Period, from time to time request an increase to the existing Commitments (any such increase, “New Commitments”) by an amount not in excess of $250,000,000 in the aggregate and not less than U.S.$50,000,000 in the case of each such increase (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between U.S.$250,000,000 and all such New Commitments obtained prior to such date), and integral multiples of U.S.$1,000,000 in excess of that amount.  Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by the Administrative Agent.  Each such New Commitment shall be subject to consent of the Administrative Agent and the Lenders in their sole and absolute discretion.

(2)                                 Such New Commitments shall become effective as of such Increased Amount Date, provided that (A) the Administrative Agent and the Lenders shall have consented to such New Commitments in their sole and absolute discretion; (B) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Commitments; (C) each of the conditions set forth in Section 3.2 shall be satisfied as if such Increased Amount Date were a Credit Date; (D) the Borrower shall make any payments required pursuant to Section 2.7 and the Fee Letters in connection with such New Commitments; and (E) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

(3)                                 On any Increased Amount Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (A) each New Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder (a “New Loan”) shall be deemed, for all purposes, a “Loan”.  The terms and provisions of the New Commitments shall be identical to the terms and conditions of the Commitments, and the terms and conditions of the New Loans shall be identical to the terms and conditions of the Loans.

(e)                                  Extension of Funding Period, Etc.  At any time, so long as no Event of Default has occurred and is continuing, upon not less than 10 Business Days’ written notice to the Administrative Agent (a “Extension Request”), the Borrower may request that the Lenders extend the Phase I Funding Period, the Phase II Funding Period, the Availability Period and the Amortization Period, each to a date no later than one year after the last day of such period as in effect on the Closing Date.  Upon receipt of any such Extension Request, the Administrative Agent will promptly notify the Lenders thereof.  If and only if each Lender agrees to the extension requested by the Borrower in such Extension Request (which each Lender may grant or withhold in its sole and absolute discretion), the applicable periods shall be so extended.

(f)                                   Extension of Scheduled Maturity Date.  At any time, so long as no Event of Default has occurred and is continuing, upon not less than 10 Business Days’ written notice to the Administrative Agent (a “Scheduled Maturity Date Extension Request”), the Borrower may request that the Lenders extend the Scheduled Maturity Date as the in effect to no later than October 5, 2023.  Upon receipt of any such Scheduled Maturity Date Extension Request, the Administrative Agent will promptly notify the Lenders thereof.  If and only if each Lender agrees to the extension requested by the Borrower in such Scheduled Maturity Date Extension Request (which each Lender may grant or withhold in its sole and absolute discretion), the Scheduled Maturity Date shall be so extended.

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2.2.                            Pro Rata Shares; Availability of Funds

(a)                                 Pro Rata Shares.  All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder.

(b)                                 Availability of Funds.  Unless the Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Credit Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount on such Credit Date.  If the Administrative Agent has made such corresponding amount available to the Borrower but such corresponding amount is not in fact made available to the Administrative Agent by such Lender, then the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate.  If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall on or prior to the next Payment Date pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to the Administrative Agent, at the interest rate otherwise payable hereunder.  If (1) the Administrative Agent declines to make a requested amount available to the Borrower until such time as all applicable Lenders have made payment to the Administrative Agent, (2) a Lender fails to fund to the Administrative Agent all or any portion of the Loans required to be funded by such Lender hereunder prior to the time specified in this Agreement and (3) such Lender’s failure results in the Administrative Agent failing to make a corresponding amount available to the Borrower on the applicable Credit Date, then such Lender shall not receive interest hereunder with respect to the requested amount of such Lender’s Loans for the period commencing with the time specified in this Agreement for receipt of payment by the Borrower through and including the time of the Borrower’s receipt of the requested amount and the Borrower shall have no obligation to pay interest on any amounts not so advanced.  Nothing in this Section 2.2(b) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.3.                            Use of Proceeds.

The proceeds of the Loans made hereunder shall be used solely:

(a)                                 to Acquire Collateral Obligations (and, pending such Acquisitions, to deposit funds into the Principal Collection Account);

(b)                                 to fund the Borrower’s payment of the costs and expenses payable hereunder and under the Fee Letters (including the Upfront Fees payable on the Initial Credit Date);

(c)                                  on the Initial Credit Date, to deposit an amount equal to the Expense Reserve Amount into the Expense Reserve Account;

(d)                                 to make deposits in one or more of the Transaction Accounts as separately agreed by the Borrower and the Administrative Agent (notice of which shall be provided to the Collateral Agent); and

(e)                                  to make Equity Distributions to the Equity Holder or to make deferred purchase price payments to the Seller in respect of Collateral Obligations previously contributed by the Seller to the Borrower, provided in each case that:

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(1)                                 the Equity Distribution Test is satisfied with respect to each such Equity Distribution or other payments; and

(2)                                 to the extent such Equity Distribution or payment would otherwise be made out of proceeds of Loans made hereunder, and at such time the Borrower Entity is Committed to Acquire one or more Collateral Obligations but such Collateral Obligations have not yet settled, then such Equity Distribution or payment shall be deferred until the settlement of such Collateral Obligations or such Equity Distribution or payment is otherwise agreed between the Borrower and the Administrative Agent.

2.4.                            Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a)                                 Lenders’ Evidence of Debt.  Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of the Borrower to such Lender, including the amounts and currencies of the Loans made by it and each repayment and prepayment in respect thereof.  Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that (1) the failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s Obligations in respect of any applicable Loans; and (2) in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b)                                 Register.  The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of the Lenders, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The Register shall be available for inspection by the Borrower or any Lender (with respect to (1) any entry relating to such Lender’s Loans and (2) the identity of the other Lender’s (but not any information with respect to such other Lenders’ Loans)) at any reasonable time and from time to time upon reasonable prior notice.  The Administrative Agent shall record, or shall cause to be recorded, in the Register the Loans in accordance with the provisions of Section 11.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitments or the Borrower’s Obligations in respect of any Loan.  The Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.4, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees”.

(c)                                  Notes.  If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent) at least two Business Days prior to the Initial Credit Date, or at any time thereafter, the Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 11.6) on the Initial Credit Date (or, if such notice is delivered after the Initial Credit Date, promptly after the Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Loans.  If Notes are delivered to any Lender, the Borrower may establish commercially reasonable procedures for replacing lost or stolen Notes.

2.5.                            Interest on Loans.

(a)                                 Interest Accruals.  Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof at the Floating Rate applicable such Interest Period for such Loan plus the Spread.

(b)                                 Interest Rate Determinations.  As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which

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determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rates that shall apply to the Loans for which an interest rate is then being determined for the applicable Interest Period, and shall promptly give notice thereof to the Borrower, the Collateral Agent, the Collateral Administrator and each Lender.

(c)                                  Day-Count Fractions, Etc.

(1)                                 Interest payable pursuant to Section 2.5(a) shall be computed on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues, except that any interest accruing at a Base Rate shall be computed on the basis of a 365-day year.  In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan shall be excluded; provided that, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(2)                                 Except as otherwise set forth herein, interest on each Loan shall accrue on a daily basis and shall be payable in arrears on each Payment Date, upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid and at maturity of the Loans, including final maturity of the Loans, in each case in accordance with the Priority of Payments or otherwise as expressly provided herein.

2.6.                            Default Interest.

Upon the occurrence and during the continuance of an Event of Default, the principal amount of all Loans then outstanding and, to the extent permitted by applicable law, any interest thereon, Commitment Fees, Minimum Spread Payment and Make-Whole Amounts owing hereunder, shall bear interest (including post-petition interest in any proceeding under Debtor Relief Laws) payable on demand at a rate that is 2.0% per annum in excess of the interest rate otherwise payable hereunder with respect to the Loans.  Payment or acceptance of the increased rates of interest provided for in this Section 2.6 is not a permitted alternative to timely payment and shall not in and of itself constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of any Secured Party.

2.7.                            Fees; Etc.

(a)                                 Agent Fees.  The Borrower has agreed to pay to the Agents such fees (the “Agent Fees”), in the amounts and on the dates, as are set forth in the Agent Fee Letters.

(b)                                 Upfront Fees.  The Borrower shall pay to each Lender, on the Initial Credit Date, a fee (the “Upfront Fee”) in the amount set forth in the GS Fee Letter as the “Upfront Fee”.  Such Upfront Fee will be in all respects fully earned, due and payable on the Initial Credit Date and non-refundable and non-creditable thereafter.

(c)                                  Commitment Fees.  The Borrower agrees to pay to Lenders commitment fees (the “Commitment Fees”) on the Daily Commitment Fee Calculation Amount as in effect from time to time for the period from and including the Closing Date to but excluding the last day of the Availability Period at a rate per annum equal to the Commitment Fee Rate as in effect from time to time.  Commitment Fees shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable in arrears pursuant to the Priority of Payments or as otherwise expressly stated herein.  As used herein:

“Commitment Fee Rate” means:

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(x)                                 on each day during the Phase I Funding Period, 0.30% per annum; and

(y)                                 on each day during the Phase II Funding Period, the Spread per annum.

“Daily Commitment Fee Calculation Amount” means, for each day, an amount equal to the aggregate undrawn amount of the Commitments on such day.

(d)                                 Minimum Spread Payments.  On the date of each Voluntary Commitment Reduction, on the last day of the Phase I Funding Period and (if it occurs during the Phase I Funding Period) the Maturity Date (each, a “Minimum Spread Payment Event”, and the date thereof a “Minimum Spread Payment Date”), the Borrower shall pay to the Administrative Agent for the account of the Lenders a fee (each such fee, a “Minimum Spread Payment”) in an amount equal to the excess (if any) of:

(1)                                 the product of:

(A)                               the Spread;

(B)                               75%;

(C)                               the Total Facility Amount as in effect at such time; and

(D)                               the number of days elapsed between the Closing Date and such Minimum Spread Payment Date divided by 360; over

(2)                                 the sum of:

(A)                               the aggregate amount of interest paid on the Loans (determined as if the Floating Rate were equal to zero) from the Closing Date to but excluding the related Minimum Spread Payment Date;

(B)                               all Minimum Spread Payments theretofore paid hereunder; and

(C)                               all Make-Whole Spread Amounts theretofore paid hereunder.

Minimum Spread Payments shall not be subject to the Priority of Payments but instead shall be made solely out of (first) Interest Proceeds and (if Interest Proceeds are insufficient) Principal Proceeds then on deposit in the Collection Accounts, with any remaining unpaid amounts to be paid out of Interest Proceeds and Principal Proceeds thereafter received in the Transaction Accounts until paid in full, and all amounts that continue to be owing on and after the next Payment Date shall be payable under the Priority of Payments.

(e)                                  Make-Whole Payments.  On each date on which a Make-Whole Event occurs, the Borrower shall pay to the Lenders the related Make-Whole Amount.  Make-Whole Amounts shall be payable pursuant to the Priority of Payments or as otherwise expressly stated herein.

2.8.                            Prepayments; Commitment Reductions.

(a)                                 Voluntary Prepayments.

(1)                                 Any time and from time to time, the Borrower may prepay any Loans on any Business Day in whole or in part (each, a “Voluntary Prepayment”), in an aggregate minimum amount not less than the Applicable Minimum Amount and integral multiples in excess of that amount equal to the related Applicable Integral Multiple; provided that:

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(x)                                 no Default or Event of Default has occurred and is continuing or would result therefrom; and

(y)                                 sufficient amounts are on deposit in the Principal Collection Account in USD to pay the principal of the Loans to be prepaid together with the other amounts that will be owing in connection therewith (including any related Minimum Spread Payments and Make-Whole Amount).

(2)                                 All such prepayments shall be made, upon not less than three Business Days prior written or telephonic notice in advance of the proposed Voluntary Prepayment date (or such shorter period of time as agreed to by the Administrative Agent and the Borrower), in each case given to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit a copy of such written notice to each Lender).  Each notice of a Voluntary Prepayment shall specify the Loans to be prepaid, the principal amount to be prepaid and the related prepayment date (which shall be a Business Day).  Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein, unless such notice is conditional in accordance with its terms or is revoked by the Business Day prior to the prepayment date specified therein.

(b)                                 Commitment Reductions.

(1)                                 On the last day of the Phase I Funding Period (and determined after giving effect to borrowings, if any, made on such date), the Commitments shall immediately and without further action be reduced (the “Phase II Commitment Reduction”) to the lesser of:

(x)                                 125% of the aggregate principal amount of the Loans outstanding on the last day of the Phase I Funding Period; and

(y)                                 the Maximum Facility Amount as in effect at the end of the Phase I Funding Period.

(2)                                 Each Lender’s Commitment shall terminate immediately and without further action on the last day of the Availability Period.

(3)                                 The Borrower may, upon not less than three Business Days’ prior written notice to the Administrative Agent (which written notice the Administrative Agent will promptly transmit by electronic means to each applicable Lender), at any time and from time to time during the Availability Period, terminate in whole or permanently reduce in part the Commitments in an amount up to the amount by which the Commitments exceed the aggregate outstanding principal amount of the Loans at the time of such proposed termination or reduction (each, a “Voluntary Commitment Reduction”); provided that

(x)                                 any such partial reduction of the Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount (or such lesser amount as agreed to by the Administrative Agent and the Borrower);

(y)                                 no Default or Event of Default has occurred and is continuing or would result therefrom; and

(z)                                  sufficient amounts are on deposit in the Principal Collection Account in USD to pay the other amounts that will be owing in connection therewith (including any related Minimum Spread Payments and Make-Whole Amount).

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(4)                                 The Borrower’s notice to the Administrative Agent under clause (3) above shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Commitment of each Lender proportionately to its pro rata share thereof.

(c)                                  Other Amounts.  Each payment of principal of the Loans in connection with a Voluntary Prepayment shall be accompanied by payment of the related Minimum Spread Payment, the related Make-Whole Amount, the amount of accrued interest on the portion of the Loans so prepaid and (if such payment is made other than on the last day of an interest period) any related breakage costs payable under Section 2.13(c).  Each Voluntary Commitment Reduction shall be accompanied by payment of the related Minimum Spread Payment, the related Make-Whole Amount and the amount of Commitment Fees accrued on the portion of the Commitments so reduced.

(d)                                 Non-Waterfall Payments.  Voluntary Prepayments and payment of amounts under clause (c) above shall not be subject to the Priority of Payments but instead shall be made solely out of Principal Proceeds or Interest Proceeds then on deposit in the Collection Account; provided that Interest Proceeds shall not be applied to make Voluntary Prepayments or pay amounts under clause (c) above unless, after giving effect to such payment, there shall be sufficient Interest Proceeds available in the Interest Collection Account to make all payments of interest in accordance with the Priority of Payments on the next Payment Date, with any remaining unpaid amounts to be paid out of Principal Proceeds and Interest Proceeds thereafter received in the Transaction Accounts until paid in full, and all amounts that continue to be owing on and after the next Payment Date shall be payable under the Priority of Payments.

2.9.                            Required Principal Payments.

(a)                                 Scheduled Amortization.

(1)                                 Principal of the Loans will be repayable on each Payment Date in accordance with the Priority of Payments (including, for each Payment Date during the Amortization Period, the related Required Principal Amortization Amounts).

(2)                                 Without limiting clause (1) above, during the Amortization Period, at the time of each Disposition of or other realization of Principal Proceeds on a Collateral Obligation, the Borrower shall repay principal of the Loans in an aggregate amount equal to the related Individual Realization Application Amount.

(3)                                 On the Maturity Date the Borrower shall repay the aggregate principal amount of the Loans that are then outstanding.

(b)                                 Clean-Up.  Upon the occurrence of a Clean-Up Call Event, the Borrower shall pay all outstanding Administrative Expenses and prepay the Loans in full (a “Clean-Up Call Prepayment”).

(c)                                  Non-Waterfall Payments.  Payments of Individual Realization Application Amounts under clause (a)(2) above and the Clean-Up Call Prepayment under clause (b) above shall not be subject to the Priority of Payments but instead shall be made solely out of Principal Proceeds or Interest Proceeds then on deposit in the Collection Account; provided that Interest Proceeds shall not be applied to pay such amounts unless, after giving effect to such payment, there shall be sufficient Interest Proceeds available in the Interest Collection Account to make all payments of interest in accordance with the Priority of Payments on the next Payment Date, with any remaining unpaid amounts to be paid out of Principal Proceeds and Interest Proceeds thereafter received in the Transaction Accounts until paid in full, and all amounts that continue to be owing on and after the next Payment Date shall be payable under the Priority of Payments.

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2.10.                     [Reserved].

2.11.                     General Provisions Regarding Payments.

(a)                                 All payments by the Borrower shall be made in USD, in same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition not later than 12:00 p.m. (New York City time) on the date due therefor.  For purposes of computing interest and fees, funds deposited after that time on such due date shall be deemed to have been paid by the Borrower on the next succeeding Business Day.

(b)                                 Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest hereunder or of Commitment Fees hereunder.

(c)                                  Except as otherwise provided herein, all payments under this Agreement shall be made on the Payment Dates in accordance with the Priority of Payments.

(d)                                 If an Event of Default shall have occurred and not otherwise been waived or cured, and the maturity of the Obligations shall have been accelerated pursuant to Section 9 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, all payments or proceeds received by Agents in respect of any of the Obligations shall be applied in accordance with the Enforcement Priority of Payments.

2.12.                     Ratable Sharing.

The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a Voluntary Prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest.  The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.  The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

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2.13.                     Making or Maintaining Floating Rate Loans.

(a)                                 Inability to Determine Applicable Interest Rate.

(1)                                 If the Administrative Agent or any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Loans, that by reason of circumstances affecting the relevant interbank market, adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of “Floating Rate”, the Administrative Agent shall on such date give notice to the Borrower and each Lender of such determination, whereupon (i) such Loans shall bear interest at the applicable Base Rate plus the Spread per annum until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice given by the Borrower with respect to such Loans shall be deemed to be rescinded by the Borrower or, at the election of the Borrower, a request that such Loans be made bearing interest based on the applicable Base Rate instead of such Floating Rate.

(2)                                 If at any time the Administrative Agent determines (which determination shall be final and conclusive and binding upon all parties hereto) that (i) the circumstances set forth in clause (a)(1) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(1) have not arisen but the supervisor for the administrator of the U.S. Dollar London interbank offered rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the U.S. Dollar London interbank offered rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to determine an alternate rate of interest to U.S. Dollar London interbank offered rate that is materially economically similar to U.S. Dollar London interbank offered rate and that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest (“Alternate Rate”) and such other related changes to this Agreement as may be applicable.  Until (x) an Alternate Rate shall be determined in accordance with this clause (2) or (y) if the Administrative Agent and the Borrower are unable to determine an alternate rate within six months of the determination pursuant to (a)(1) or a(2), as applicable, (i) such Loans shall bear interest at the applicable Base Rate plus the Spread per annum until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice given by the Borrower with respect to such Loans shall be deemed to be rescinded by the Borrower or, at the election of the Borrower, a request that such Loans be made bearing interest based on the applicable Base Rate instead of such Floating Rate.

(b)                                 Illegality or Impracticability of Floating Rate Loans.  If on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) Administrative Agent is advised in writing by the Requisite Lenders (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of their Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the relevant interbank market or the position of the Lenders in that interbank market, then, and in any such event, such Lenders (or in the case of the preceding clause (i), such Lender) shall be an “Affected Lender” and such Affected Lender shall on that day give notice (by e-mail or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender).  If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting Requisite Lenders pursuant to clause (ii) of

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the preceding sentence, then (A) the obligation of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make additional Loans shall be suspended until such time as such circumstances cease to exist (at which time such notice shall be withdrawn by each Affected Lender); (B) to the extent such determination by the Affected Lender relates to a Loan then being requested by the Borrower pursuant to a Funding Notice, such Funding Notice shall be deemed to be rescinded by the Borrower (or, at the election of the Borrower, be deemed to be a request that such Loan be made bearing interest based on the applicable Base Rate); (C) the Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Loans that bear interest based on the applicable Floating Rate (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Loans that bear interest at the applicable Base Rate plus the Spread per annum on the date of such termination.  Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Loan then being requested by the Borrower pursuant to a Funding Notice, the Borrower shall have the option, subject to the provisions of Section 2.13(c), to rescind such Funding Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender).

(c)                                  Compensation for Breakage or Non-Commencement of Interest Periods.  The Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits), which such Lender may sustain as a result of any of the following (each, a “Breakage Event”):

(1)                                 if for any reason (other than a default by such Lender) a borrowing of any Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing;

(2)                                 if any prepayment or other principal payment of any of the Loans on a date prior to the last day of an Interest Period applicable to that Loan; or

(3)                                 if any prepayment of any of its Loans is not made on any date specified in a notice of prepayment given by the Borrower.

(d)                                 Booking of Loans.  Any Lender may make, carry or transfer Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e)                                  Assumptions Concerning Funding of Loans.  Calculation of all amounts payable to a Lender under this Section 2.13 and under Section 2.14 shall be made as though such Lender had actually funded each of its relevant Loans through the purchase of a deposit in USD relating to such Loans bearing interest at the applicable Floating Rate in an amount equal to the amount of such Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided that each Lender may fund each of its Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.13 and under Section 2.14.

2.14.                     Increased Costs; Capital Adequacy.

(a)                                 Compensation for Increased Costs and Taxes.  Subject to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all

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parties hereto) that any Change in Law:  (1) subjects such Lender (or its applicable lending office) or any company controlling such Lender to any additional Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (2) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Loans that are reflected in the determination of the Floating Rates) or any company controlling such Lender; or (3) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder.  Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(b)                                 Capital Adequacy and Liquidity Adjustment.  If any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (1) any Change in Law regarding capital adequacy or liquidity or (2) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with any Change in Law regarding capital adequacy or liquidity, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans, or participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company could have achieved but for such Change in Law (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy and liquidity), then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after-tax basis for such reduction.  Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.14(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(c)                                  Delay in Requests.  Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law 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).

2.15.                     Taxes; Withholding, Etc.

(a)                                 Payments to Be Free and Clear.  All sums payable by or on behalf of any Credit Party hereunder and under the other Transaction Documents shall be paid free and clear of, and without any deduction or withholding on account of, any Tax, unless such deduction or withholding is required by law.

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(b)                                 Withholding of Taxes.  If any Credit Party or any other Person (acting as a withholding agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party to the Administrative Agent or any Lender under any of the Transaction Documents:  (1) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (2) the Borrower shall pay, or cause to be paid, any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (3) and, if such Tax is an Indemnified Tax, unless otherwise provided in this Section 2.15, the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any such Taxes or Other Taxes imposed or asserted on or attributable to additional amounts payable under this Section 2.15), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (4) within thirty days after the due date of payment of any Tax which it is required by clause (2) above to pay, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by the relevant taxing authority evidencing such payment, a copy or the return reporting such payment or other evidence of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority reasonably satisfactory to the Administrative Agent.

(c)                                  Evidence of Exemption from U.S. Withholding Tax.  Each Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower on or prior to the Initial Credit Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two copies of IRS Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption.  Each Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30 of the Code) (a “Foreign Lender”) shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:  (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, two executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, two executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) two executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, two executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, two executed copies of IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner.  Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.15(c) hereby agrees, from time to time after the

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initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent for transmission to the Borrower two new copies of IRS Form W-9 (or any successor form) properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax or backup withholding tax with respect to payments to such Lender under the Transaction Documents, or notify the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence.

(d)                                 FATCA.  Each Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

(e)                                  Payment of Other Taxes.  Without limiting the provisions of Section 2.15(b), the Borrower shall timely pay all Other Taxes to the relevant Governmental Authorities in accordance with applicable law.  The Borrower shall deliver to the Administrative Agent official receipts or other evidence of such payment reasonably satisfactory to the Administrative Agent in respect of any Other Taxes payable hereunder promptly after payment of such Other Taxes.

(f)                                   Borrower Indemnity.  The Borrower shall indemnify the Agents and any Lender for the full amount of Taxes for which additional amounts are required to be paid pursuant to Section 2.15(b) arising in connection with payments made under this Agreement or any other Transaction Document (including any such Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) paid or payable by the Administrative Agent or Lender or any of their respective Affiliates 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 such Credit Party shall be conclusive absent manifest error.  Such payment shall be due within ten days of such Credit Party’s receipt of such certificate.

(g)                                  Lender Indemnity.  Each Lender shall severally indemnify each Agent for (1) Taxes for which additional amounts are required to be paid pursuant to Section 2.15(b) arising in connection with payments made under this Agreement or any other Transaction Document (including any such Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) attributable to such Lender (but only to the extent that the Borrower has not already indemnified such Agent therefor and without limiting the obligation of the Borrower to do so); (2) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.6(g)(1) relating to the maintenance of a Participant Register and (3) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction 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 shall be conclusive absent manifest error.  Such payment shall be due within ten days of such Lender’s receipt of such certificate.  Each Lender hereby authorizes the Collateral Agent or the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Transaction Document or otherwise payable by such Agent to such Lender from any other source against any amount due to an Agent under this paragraph (g).

(h)                                 Refunds.  If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section

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2.15 (including additional amounts pursuant to this Section 2.15), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.15 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) if such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

2.16.                     Obligation to Mitigate.

Each Lender agrees that, if such Lender requests payment under Section 2.13, 2.14 or 2.15, then such Lender will, to the extent not inconsistent with the internal policies of such Lender (in which case such Lender shall certify to Borrower that such efforts would be inconsistent with an internal policy) and any applicable legal or regulatory restrictions, use reasonable efforts to make, issue, fund or maintain its Credit Extensions or Commitments, including any Affected Loans, through another office of such Lender if, as a result thereof, the additional amounts payable to such Lender pursuant to Section 2.13, 2.14 or 2.15, as the case may be, in the future would be eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this Section 2.16 unless the Borrower agrees to pay all reasonable incremental expenses incurred by such Lender as a result of utilizing such other office as described above.  A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.16 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.

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2.17.                     Defaulting Lenders.

(a)                                 Defaulting Lender Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows:  first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Event of Default shall have occurred and be continuing, other than an Event of Default that has arisen due to such Lender becoming a Defaulting Lender), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a Deposit Account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, so long as no Event of Default shall have occurred and be continuing (other than any Event of Default that has arisen due to such Lender becoming a Defaulting Lender), to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans and (y) such Loans were made at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the applicable Commitments.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(b)                                 Defaulting Lender Cure.  If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the applicable Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

2.18.                     Removal or Replacement of a Lender.

Anything contained herein to the contrary notwithstanding, if:

(a)                                 (1) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.13, 2.14 or 2.15, (2) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (3) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or

(b)                                 during the Availability Period, any Lender shall become a Defaulting Lender, and such Defaulting Lender shall fail to cure the default pursuant to Section 2.17(b) within five Business Days after the Borrower’s request that it cure such default; or

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(c)                                  in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 11.5(b), the consent of the Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained,

then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 11.6 and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender, a Non-Consenting Lender or a Defaulting Lender; provided that:

(1)                                 on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of such Terminated Lender and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender hereunder;

(2)                                 on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender (unless such Terminated Lender is a Defaulting Lender) pursuant to Section 2.13(c), 2.14 or 2.15; or otherwise as if it were a prepayment;

(3)                                 such assignment does not conflict with applicable law;

(4)                                 in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter; and

(5)                                 if such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender.

Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.  Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 11.6.  If a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.6.  Any removal of Goldman Sachs or its successor as a Defaulting Lender pursuant to this Section shall also constitute the removal of Goldman Sachs or its successor as the Administrative Agent pursuant to Section 11.7.

SECTION 3. CONDITIONS PRECEDENT

3.1.                            Initial Credit Date.

The obligation of each Lender to enter into this Agreement and make a Credit Extension on the Initial Credit Date is subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions on or before the Initial Credit Date:

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(a)                                 Transaction Documents.  The Administrative Agent shall have received sufficient copies of each Transaction Document as the Administrative Agent shall request, originally executed and delivered by each Credit Party and each other Person party thereto.

(b)                                 Organizational Documents; Incumbency.  The Administrative Agent shall have received, in respect of each Credit Party, (1) sufficient copies of each Organizational Document as the Administrative Agent shall request, and, to the extent applicable, certified as of the Initial Credit Date or a recent date prior thereto by the appropriate Governmental Authority; (2) signature and incumbency certificates of the officers of such Credit Party; (3) resolutions of the Board of Directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party or by which it or its assets may be bound as of the Initial Credit Date, certified as of the Initial Credit Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (4) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation, each dated the Initial Credit Date or a recent date prior thereto; (5) signature and incumbency certificates of one or more officers of the Borrower who are authorized to execute Funding Notices delivered under this Agreement and (6) such other documents as the Administrative Agent may reasonably request.

(c)                                  Governmental Authorizations and Consents.  Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Transaction Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent, except where the failure to obtain such Governmental Authorization or consent could not reasonably be expected to have a Material Adverse Effect.

(d)                                 Collateral Obligations.  The Schedule of Collateral Obligations shall have been received by the Administrative Agent in form and substance satisfactory to the Administrative Agent, and the Lenders shall have approved all of the Collateral Obligations (in their sole and absolute discretion).

(e)                                  Collateral.  In connection with the creation in favor of the Collateral Agent, for the benefit of Secured Parties, of a valid, perfected First Priority security interest in the personal property Collateral, each Grantor shall have delivered to the Administrative Agent:

(1)                                 evidence satisfactory to the Administrative Agent of the compliance by each Grantor of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute or authorize, as applicable, and deliver Financing Statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein);

(2)                                 opinions of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) with respect to the creation of and perfection of the security interest in favor of the Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Grantor or any personal property Collateral is located as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent;

(3)                                 a certificate of an Authorized Officer of each Grantor, dated as of the Initial Credit Date, to the effect that, in the case of each Collateral Obligation pledged for inclusion in the Collateral on the Initial Credit Date and immediately prior to the delivery thereof on the Initial Credit Date:

(A)                               subject to Permitted Liens, such Grantor has good and marketable title to such Collateral Obligation free and clear of any liens, claims, encumbrances or defects of any nature whatsoever except (i) for those that are being released on the Initial Credit

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Date, (ii) for those encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Obligation prior to the Initial Credit Date and owed by such Grantor to the seller of such Collateral Obligation or (iii) those Granted pursuant to the Transaction Documents;

(B)                               such Grantor has Acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in paragraph (A) above;

(C)                               such Grantor has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to the Transaction Documents;

(D)                               such Grantor has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Agent;

(E)                                subject to Permitted Liens, upon Grant by such Grantor and the taking of the relevant actions contemplated by the Collateral Documents, the Collateral Agent has a perfected security interest in the Collateral that is of first priority, free of any adverse claim or the legal equivalent thereof;

(F)                                 each Collateral Obligation owned or Committed to be Acquired by such Grantor is listed in the Schedule of Collateral Obligations, and the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is correct;

(G)                               no Collateral Obligation was Originated in contemplation of including it in the Collateral; and

(H)                              each Collateral Obligation satisfies the requirements of the definition of “Collateral Obligation” and “Collateral Portfolio Requirements”; and

(4)                                 the Escrowed Assignment Agreement Documents for the relevant Collateral Obligations (in the manner and to the extent provided in Section 6.7).

(f)                                   Opinions of Counsel.  The Agents and Lenders and their respective counsel shall have received originally executed copies of opinions of Dechert LLP, counsel to the Investment Manager, each Credit Party and the Sellers dated the Initial Credit Date; each in form and substance reasonably satisfactory to the Administrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to the Agents and Lenders).

(g)                                  Agent Opinions of Counsel.  The Agents and Lenders and their respective counsel shall have received originally executed copies of an opinion of Alston & Bird LLP, counsel to the Collateral Agent, dated the Initial Credit Date in form and substance reasonably satisfactory to the Administrative Agent.

(h)                                 Fees.  The Borrower shall have paid to each Agent and Lender the fees payable on or before the Initial Credit Date referred to in Section 2.7 and all expenses payable pursuant to Section 11.2 that have accrued to the Initial Credit Date.

(i)                                     No Litigation.  There shall not exist any action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of the Administrative Agent, singly or in the aggregate, materially impairs any of the other transactions contemplated by the Transaction Documents or that could have a Material Adverse Effect.

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(j)                                    Patriot Act.  At least 10 days prior to the Initial Credit Date or such shorter period of time as agreed by the Lenders in writing, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “PATRIOT Act”).

(k)                                 Accounts.  The Administrative Agent shall have received evidence of the establishment of each of the Transaction Accounts.

(l)                                     Hedge Agreements.  Executed copies of all Hedge Agreements entered into by the Borrower Entities, each in form and substance satisfactory to the Administrative Agent in its sole and absolute discretion.

(m)                             Available Liquidity Certificate.  The Administrative Agent and the Lenders and their respective counsel shall have received an Available Liquidity Certificate as of the Initial Credit Date duly executed by the Borrower and the Equity Holder.

(n)                                 Diligence of Credit Parties.  The Borrower shall have made available to the Administrative Agent and its counsel all documents and other materials with respect to the organizational, operational and legal structure of the Credit Parties and the Credit Parties’ compliance with laws, material contracts and any ancillary diligence matters relating thereto, in each case as may be reasonably requested by them, and shall have cooperated in good faith with the Administrative Agent and its counsel, and made themselves and their counsel available from time to time by telephone, to discuss the organizational, operational and legal structure of the Credit Parties; and the Administrative Agent and the Lenders shall be satisfied with the results of such diligence in their sole and absolute discretion.

(o)                                 Other Matters.  The Administrative Agent and the Lenders shall have received such other documents as the Administrative Agent or the Lenders may reasonably require; provided that nothing in this clause shall imply or impose a duty on the Administrative Agent or the Lenders to so require.

3.2.                            Conditions to Each Credit Extension.

(a)                                 Conditions Precedent.  The obligation of each Lender to make any Loan on any Credit Date, including the Initial Credit Date, are subject to the satisfaction, or waiver in accordance with Section 11.5, of the following conditions precedent:

(1)                                 the Administrative Agent and the Lenders shall have received a fully executed and delivered Funding Notice relating thereto;

(2)                                 the principal amount of the Loans to be made in such Credit Extension shall not exceed the undrawn Commitments as at the related Credit Date; and, after giving effect to such Credit Extension, the aggregate outstanding principal amount of the Loans does not exceed the lesser of (x) the Maximum Facility Amount and (y) the Borrowing Base at such time;

(3)                                 as of such Credit Date, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

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(4)                                 as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default.

Any Agent or the Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or the Requisite Lender such request is warranted under the circumstances and such information is requested from the Borrower in writing (an “Additional Information Request”) no later than 5:00 p.m. (New York City time) on the date the applicable Funding Notice is received.

(b)                                 Deemed Representations.  Each borrowing of a Loan hereunder shall constitute a representation and warranty by the Borrower as of the applicable Credit Date that the conditions contained in Section 3.2(a) have been satisfied except as otherwise acknowledged by the Administrative Agent.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce the Agents and the Lenders to enter into this Agreement and to induce the Lenders to make each Credit Extension to be made thereby, the Borrower represents and warrants to each Agent and Lender, on the Closing Date and on each Credit Date, that the following statements are true and correct:

4.1.                            Organization; Requisite Power and Authority; Qualification.

Each Credit Party (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Transaction Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

4.2.                            Equity Interests; Ownership; Collateral Obligations

(a)                                 The Equity Interests of each Borrower Entity have been duly authorized and validly issued and are fully paid and non-assessable.  As of the Closing Date, other than any capital commitments or other rights of a member or other equity holder as of the Closing Date to make capital contributions to the Borrower, there is no existing option, warrant, call, right, commitment or other agreement to which any Borrower Entity is a party requiring, and there is no membership interest or other Equity Interests of any Borrower Entity outstanding which upon conversion or exchange would require, the issuance by such Borrower Entity of any additional membership interests or other Equity Interests of it or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of such Person.

(b)                                 Appendix C-1 correctly sets forth the ownership interest of the Borrower in its Subsidiaries as of the Closing Date.

(c)                                  Appendix C-2 correctly sets forth a true, correct and complete list of all Collateral Obligations owned by the Borrower Entities as of the Closing Date.

4.3.                            Due Authorization

The execution, delivery and performance of the Transaction Documents have been duly authorized by all necessary action on the part of each of Credit Party that is a party thereto.

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4.4.                            No Conflict

The execution, delivery and performance by each Credit Party of the Transaction Documents to which it is a party and the consummation of the transactions contemplated by the Transaction Documents do not and will not (a) violate (1) in any material respect, any provision of any law or any governmental rule or regulation applicable to it, (2) any of its Organizational Documents or (3) in any material respect any order, judgment or decree of any court or other agency of government binding on it or its properties; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any of its material contractual obligations; (c) result in or require the creation or imposition of any Lien upon any of its properties or assets (other than Permitted Liens); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any contractual obligation, except for such approvals or consents which will be obtained on or before the Initial Credit Date and disclosed in writing to Lenders.

4.5.                            Governmental Consents

The execution, delivery and performance by each Credit Party of the Transaction Documents to which it is a party and the consummation of the transactions contemplated by the Transaction Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the Initial Credit Date or those the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect.

4.6.                            Binding Obligation

Each Transaction Document to which each Credit Party is a party has been duly executed and delivered by such Credit Party and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

4.7.                            Adverse Proceedings, Etc.

There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect.

4.8.                            Payment of Taxes.

Except as otherwise permitted hereunder, all U.S. federal and other material Tax returns and reports covering the Credit Parties required to be filed by any of them have been timely filed, and all U.S. federal and other material Taxes which are due and payable and all assessments, fees and other governmental charges upon the Credit Parties and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable.  There is no proposed material Tax assessment against any Credit Party that is not being actively contested by such Credit Party in good faith and by appropriate proceedings.

4.9.                            Properties

Each Grantor has good, sufficient and legal title to its properties and assets.  Except as permitted by this Agreement, all such properties and assets are free and clear of Liens other than Permitted Liens.  No Grantor owns or leases any real estate.

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4.10.                     No Defaults

No Credit Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its material contractual obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

4.11.                     [Reserved].

4.12.                     Investment Company Act

(a)                                 The Fund has elected to be regulated as a “business development company” within the meaning of the Investment Company Act.

(b)                                 Except as set forth in Section 4.12(a) with respect to the Fund, no Credit Party is required to be registered as an investment company under the Investment Company Act.

(c)                                  The business and other activities of the Credit Parties, including the making of the Loans hereunder, the application of the proceeds thereof and repayment thereof by the Borrower Entities and the consummation of the transactions contemplated by the Transaction Documents, do not result in a violation or breach in any material respect of the provisions of the Investment Company Act or any rules, regulations or orders issued by the Securities and Exchange Commission thereunder, in each case that are applicable to the Credit Parties.

4.13.                     Federal Reserve Regulations; Exchange Act

No Credit Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.  No portion of the proceeds of any Credit Extension shall be used in any manner, whether directly or indirectly, that causes or could reasonably be expected to cause, such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X or any other regulation of the Board of Governors or to violate the Exchange Act.

4.14.                     Employee Benefit Plans

Neither the Equity Holder, the Borrower nor any of its Subsidiaries maintains or contributes to any Employee Benefit Plan, and no ERISA Event has occurred that reasonably would be expected to result in material liability to the Credit Parties.  The assets of Credit Parties are not treated as “plan assets” for purposes of Section 3(42) of ERISA.

4.15.                     Solvency

Each Credit Party is and, upon the incurrence of any Obligation by any Credit Party on any date on which this representation and warranty is made, will be, on a consolidated basis with its consolidated group (if applicable), Solvent.

4.16.                     Compliance with Statutes, Etc.

No Credit Party (a) is in violation of any applicable laws that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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4.17.                     Disclosure

No representation or warranty of any Credit Party contained in any Transaction Document or in any other documents, certificates or written statements (other than projections, forward-looking information, general economic data, industry information or information relating to third parties) furnished to any Agent or Lender by or on behalf of any Credit Party for use in connection with the transactions contemplated hereby contains (after taking into account all updates, modifications and supplements to such information) any untrue statement of a material fact or omits to state a material fact (known to the Borrower, in the case of any document not furnished by it) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made.  There are no facts actually known to any Credit Party (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to the Administrative Agent or the Lenders for use in connection with the transactions contemplated hereby, after giving effect to the delivery of any Financial and Other Information and any and all updates and deliveries to the Administrative Agent or Lenders from time to time.

4.18.                     Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act

No Credit Party nor any of its directors, officers or, to the knowledge of the Borrower, employees, agents, advisors or Affiliates is subject to any sanctions or economic embargoes administered or enforced by the U.S. Department of State or the U.S. Department of Treasury (including the Office of Foreign Assets Control) or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”).  Each Credit Party and their respective directors, officers and, to the knowledge of the Borrower, employees, agents, advisors and Affiliates is in compliance, in all material respects, with (a) all Sanctions Laws, (b) the United States Foreign Corrupt Practices Act of 1977 and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (c) the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations and orders.

No part of the proceeds of the Loans will be used, directly or, to the knowledge of the Borrower, indirectly, (A) or the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions or (B) for any payments to 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 obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Law.

SECTION 5. COVENANTS

The Borrower covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than contingent obligations for which no claim has been asserted), the Borrower shall perform, and shall cause each of its Subsidiaries to perform, all covenants set forth in this Section 5.

5.1.                            Compliance with Laws, Etc.

The Borrower will (and will cause its Subsidiaries to) comply in all material respects with applicable laws, rules, regulations, writs, judgments, injunctions, decrees, awards and orders with respect to it, its business and its properties.  The Borrower will (and will cause its Subsidiaries to) comply in all material respects with all material contracts and all other material contractual and other obligations. Without limiting the generality of the foregoing, the Borrower will (and will cause each of its Subsidiaries to) conduct its business and other activities (x) in compliance in all material respects with all provisions of the Investment Company Act and the rules, regulations or orders issued by the Securities and Exchange Commission thereunder that apply to the Borrower (or such Subsidiary, as the case may be) and (y) so as

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not to cause a violation in any material respect by the Fund or any other Credit Party of the Investment Company Act or the rules, regulations or orders issued by the Securities and Exchange Commission thereunder.

5.2.                            Maintenance of Books and Records.

Each Borrower Entity shall maintain and implement administrative and operating procedures reasonably necessary in the performance of its obligations under the Transaction Documents to which it is a party, and each Borrower Entity shall keep and maintain, or cause its Board of Directors to keep or maintain at all times, or cause to be kept and maintained at all times in the registered office of such Borrower Entity specified in its respective Constitutive Documents, all documents, books, records, accounts and other information as are required under applicable law.

5.3.                            Existence of Borrower, Etc.

(a)                                 Each Borrower Entity shall take all reasonable steps to maintain its identity as a separate legal entity from that of its members.  Each Borrower Entity shall keep its principal place of business at the address specified on Appendix B.  Each Borrower Entity will always maintain at least one Independent Manager.

(b)                                 Each Borrower Entity shall:

(1)                                 be member managed;

(2)                                 file its own tax returns, if any, as may be required under applicable law (to the extent (x) not part of a consolidated group filing a consolidated return or returns or (y) not treated as a division for tax purposes of another taxpayer) and pay any taxes so required to be paid under applicable law;

(3)                                 not commingle its assets with assets of any other person;

(4)                                 conduct its business in its own name and strictly comply with all organizational formalities necessary to maintain its separate existence (and the Borrower hereby represents that all such formalities have been complied with since the Borrower’s formation);

(5)                                 maintain books and records separate from any other Person;

(6)                                 maintain separate financial statements (it being understood that, if a Borrower Entity’s financial statements are part of a consolidated group with its Affiliates, then any such consolidated statements shall contain a note indicating the Borrower Entity’s separateness from any such Affiliates and that its assets are not available to pay the debts of such Affiliate);

(7)                                 pay its own liabilities only out of its own funds;

(8)                                 maintain an arm’s-length relationship with its Affiliates;

(9)                                 hold itself out as a separate Person (except to the extent treated as a disregarded entity for U.S. tax purposes), and not hold out its credit or assets as being available to satisfy the obligations of others;

(10)                          pay its fair and reasonable share of overhead for shared office space, if any;

(11)                          use separate stationery, invoices and checks and not of any other entity (unless such entity is clearly designated as being the such Borrower Entity’s agent);

(12)                          not pledge its assets as security for the obligations of any other person;

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(13)                          correct any known misunderstanding regarding its separate identity;

(14)                          maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets;

(15)                          not take any Material Action without the written consent of the Independent Manager; and

(16)                          not have any employees.

(c)                                  Each Borrower Entity shall cause each of its Subsidiaries to adhere to the requirements of paragraphs (a) and (b) above, mutatis mutandis.

5.4.                            Protection of Collateral.

(a)                                 Each Borrower Entity shall from time to time execute and deliver all such supplements and amendments hereto and all such Financing Statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as may be reasonably necessary to secure the rights and remedies of the Secured Parties hereunder and under the other Transaction Documents (provided that the Borrower Entities shall be entitled to rely on any Opinion of Counsel delivered pursuant to Section 5.5 and any Opinion of Counsel with respect to the same subject matter delivered pursuant to Section 3 (each such Opinion of Counsel, a “Lien Opinion”) to determine what actions are reasonably necessary, and shall be fully protected in so relying on such a Lien Opinion, unless the Borrower Entities have knowledge that the procedures described in any such Lien Opinion are no longer adequate to maintain such perfection and priority) and to:

(1)                                 Grant more effectively all or any portion of the Collateral;

(2)                                 maintain or preserve the lien (and the priority thereof) under the Collateral Documents and the other Transaction Documents to which it is a party or to carry out more effectively the purposes hereof and thereof;

(3)                                 perfect, publish notice of or protect the validity of any Grant made or to be made by the Collateral Documents;

(4)                                 enforce any of the Pledged Obligations or other instruments or property included in the Collateral;

(5)                                 preserve and defend title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the Collateral and the Collateral Agent against the claims of all persons and parties;

(6)                                 pay any and all taxes levied or assessed upon all or any part of the Collateral and use its commercially reasonable efforts to minimize taxes and any other costs arising in connection with its activities; and

(7)                                 give, execute, deliver, file and/or record any Financing Statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to the Collateral Documents or under the other Transaction Documents or to enable the Collateral Agent to exercise and enforce its rights hereunder and thereunder with respect to such pledge and security interest, and hereby authorizes the Collateral Agent to file Financing Statements listing ‘all assets’ of the debtor in the collateral description of such Financing Statements.

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The Borrower Entities hereby designate the Collateral Agent as the agent and attorney-in-fact for the Borrower Entities to file, upon Borrower Order, any Financing Statement, continuation statement or other instrument required pursuant to this Section 5.4; provided that such appointment shall not impose upon the Collateral Agent any of the Borrower Entities’ obligations under this Section 5.4.  The Borrower Entities shall cause to be filed one or more continuation statements under the applicable UCC (it being understood that the Borrower Entities (and to the extent the Collateral Agent takes any action, the Collateral Agent) shall be entitled to rely upon an Opinion of Counsel, including a Lien Opinion, as to the need to file such Financing Statements and continuation statements, the dates by which such filings are required to be made and the jurisdictions in which such filings are required to be made).

(b)                                 The Collateral Agent shall not (1) except in accordance with Section 6.8(a), (b) or (c), as applicable, remove any portion of the Collateral that consists of Cash or is evidenced by an instrument, certificate or other writing (A) from the jurisdiction in which it was held at the date the most recent Lien Opinion was delivered pursuant hereto or (B) from the possession of the Person who held it on such date or (2) cause or permit ownership or the pledge of any portion of the Collateral that consists of book entry securities to be recorded on the books of a Person (A) located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such date or (B) other than the Person on whose books such ownership or pledge was recorded at such date, unless the Collateral Agent shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Agreement with respect to such property will continue to be maintained after giving effect to such action or actions.

5.5.                            Opinions as to Collateral.

On or before September 15 in each calendar year, commencing in the calendar year following the Closing Date, the Borrower Entities shall furnish to the Collateral Agent and the Administrative Agent a New York law opinion (and a law opinion for each other jurisdiction that is relevant to the Collateral Agent’s security interest in the Collateral) relating to the security interests granted by the Grantors to the Collateral Agent under the Transaction Documents, stating that, as of the date of each such opinion, the lien and security interest created by the Transaction Documents with respect to the Collateral remain in effect and that no further action (other than as specified in any such opinion) needs to be taken to ensure the continued effectiveness of such lien over the next year.

5.6.                            Performance of Obligations.

(a)                                 If an Event of Default shall have occurred and be continuing, no Borrower Entity nor the Investment Manager shall take any action that would release any principal obligor from any of such principal obligor’s covenants or obligations under any Underlying Instrument, except in connection with the restructuring, default, waiver or amendment of any Collateral; provided that the Requisite Lenders shall have consented to such action.

(b)                                 The Borrower Entities may contract with other Persons, including the Investment Manager and the Collateral Administrator Parties, for the performance of actions and obligations to be performed by the Borrower Entities hereunder by such Persons and the performance of the actions and other obligations with respect to the Collateral of the nature set forth in the Investment Management Agreement by the Investment Manager and the Collateral Administration Agreement by the Collateral Administrator Parties.  Notwithstanding any such arrangement, the Borrower Entities shall remain primarily liable with respect thereto.  In the event of any such contract, the performance of such actions and obligations by such Persons shall be deemed to be performance of such actions and obligations by the relevant Borrower Entities; and each Borrower Entity will punctually perform, and use its commercially reasonable efforts to cause the Investment Manager or such other Person to perform, all of their obligations and agreements contained in the Investment Management Agreement, the Collateral Administration Agreement or such other agreement.

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(c)                                  Each Borrower Entity agrees to comply in all material respects with all requirements applicable to it set forth in any Opinion of Counsel obtained pursuant to any provision of this Agreement including satisfaction of any event identified in any Opinion of Counsel as a prerequisite for the obtaining or maintaining by the Collateral Obligation of a perfected security interest in any Collateral Obligation, Eligible Investment or other Collateral that is of first priority, free of any adverse claim or the legal equivalent thereof, as applicable.

5.7.                            Negative Covenants.

(a)                                 No Borrower Entity will:

(1)                                 sell, transfer, assign, participate, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (by security interest, lien (statutory or otherwise), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever or otherwise) (or permit such to occur or suffer such to exist), any part of the Collateral, except for Permitted Liens or as otherwise expressly permitted by the Transaction Documents;

(2)                                 claim any credit on, or make any deduction from, the principal or interest payable or amounts distributable in respect of the Loans (other than amounts withheld in accordance with the Code or any other applicable law) or assert any claim against any present or future Lender by reason of the payment of any taxes levied or assessed upon any part of the Collateral (other than taxes levied or assessed in respect of amounts required to be deducted or withheld from the principal or interest payable in respect of the Obligations);

(3)                                 (A) incur or assume or guarantee any indebtedness or any contingent obligations, other than the Obligations and the other agreements and transactions expressly contemplated hereby and thereby or (B) issue any additional securities (other than the issuance of its equity on the date hereof), it being understood that receipt of additional capital contributions by the Borrower from the Equity Holder (without issuance of additional securities or interests in the Borrower) is not prohibited by this clause (B);

(4)                                 (A) permit the validity or effectiveness of the Collateral Documents or any other Transaction Document or any Grant thereunder to be impaired, or permit the liens under the Transaction Documents to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Transaction Document, except as may be expressly permitted hereby, (B) permit any lien, charge, adverse claim, security interest, mortgage or other encumbrance (including any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever or otherwise, other than the liens under any the Transaction Documents) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof, any interest therein or the Proceeds thereof, in each case other than Permitted Liens or (C) take any action that would cause the liens under the Transaction Documents not to constitute a valid perfected security interest in the Collateral that is of first priority, free of any adverse claim or the legal equivalent thereof, as applicable, except for Permitted Liens or as otherwise may be expressly permitted hereby (or in connection with a disposition of Collateral required hereby);

(5)                                 make or incur any capital expenditures, except as reasonably required to perform its functions in accordance with the terms of the Transaction Documents;

(6)                                 become liable in any way, whether directly or by assignment or as a guarantor or other surety, for the obligations of the lessee under any lease (other than in accordance with the Transaction Documents);

(7)                                 enter into any transaction with any Affiliate other than (A) the Transaction Documents and (B) transactions on terms that are no less favorable than those obtainable in an

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arm’s length transaction with a wholly unaffiliated Person and on terms that are fair and equitable to the Borrower Entities under all the facts or circumstances under applicable law;

(8)                                 maintain any bank accounts or securities accounts other than the Transaction Accounts;

(9)                                 change its name without (A) receiving the prior written consent of Requisite Lenders, (B) delivering to the Collateral Agent and Administrative Agent notice thereof and (C) receiving an Opinion of Counsel that such name change will not adversely affect the Collateral Agent’s lien or the interest under the Collateral Documents of the Secured Parties or the Collateral Agent;

(10)                          fail to pay any tax, assessment, charge or fee with respect to the Collateral, or fail to defend any action, if such failure to pay or defend will adversely affect the priority or enforceability of the lien over the Collateral created by the Transaction Documents;

(11)                          other than the Transaction Documents and agreements involving Acquisitions and sales relating to the Collateral Portfolio having customary purchase and sale terms, enter into any agreement or contract with any Person unless such contract or agreement contains “limited recourse” and “non-petition” provisions, (x) which limited recourse provisions provide that the obligations of the Borrower Entities are limited recourse obligations, payable solely from the Collateral in accordance with the terms of this Agreement and the other Transaction Documents and (y) which non-petition provisions provide that, prior to the date that is one year and one day after all Obligations have been paid in full (or, if longer, the applicable preference period under applicable insolvency law), such Person shall not take any action or institute any proceeding against any Borrower Entity under any insolvency law applicable to it or which would be reasonably likely to cause it to be subject to, or seek protection of, any such insolvency law; provided that such Person shall be permitted to become a party to and to participate in any Proceeding or action under any such insolvency law that is initiated by any other Person other than one of its Affiliates;

(12)                          amend any Transaction Document without the prior written consent of the Requisite Lenders;