FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

Exhibit 10.1

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is dated as of September 1, 2022 by and among XXXXXX XXXXXXXXX DIRECT LENDING CORP., a Maryland corporation (the “Borrower”), the banks and financial institutions listed on the signature page hereof, and SUMITOMO MITSUI BANKING CORPORATION, a foreign banking corporation organized under the laws of Japan (in its individual capacity, “SMBC”), as administrative agent (together with any successor appointed pursuant to Section 12.09 of the Credit Agreement, the “Administrative Agent”) for the Lenders and Letter of Credit Issuer, the Lenders and Letter of Credit Issuer.

RECITALS

A. The Borrower and SMBC, as Administrative Agent, Letter of Credit Issuer and Xxxxxx, entered into that certain Revolving Credit Agreement, dated as of September 10, 2020 (as the same may be further restated, modified, amended or supplemented from time to time, the “Credit Agreement”); and

B. The Borrower has requested, and SMBC, as Administrative Agent, Letter of Credit Issuer and Xxxxxx, has agreed to modify the Credit Agreement as more particularly set forth herein.

NOW, THEREFORE, in consideration of the mutual promises herein contained and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1.Definitions.

For the purposes of this Amendment, unless otherwise expressly defined, the terms used herein shall have the respective meanings assigned to them in the Credit Agreement.

2.Amendments to Credit Agreement.

(a)Certain sections and schedules (excluding Schedule 8.19) of the Credit Agreement are hereby amended as set forth on Annex A to this Amendment. Language being inserted into the applicable section of the Credit Agreement is evidenced on Annex A by underlined text. Language being deleted from the applicable section of the Credit Agreement is evidenced on Annex A by strike-through text.

(b)Exhibit C of the Credit Agreement is hereby deleted in its entirety and replaced with Annex B to this Amendment.

(c)Exhibit H of the Credit Agreement is hereby deleted in its entirety.

3.Conditions Precedent. This Amendment shall become effective upon the execution of this Amendment and the delivery by the Borrower of the following:

(d)a fully executed counterpart (or counterparts) of this Amendment from the parties hereto;

(e)a copy, in form and substance reasonably satisfactory to the Administrative Agent, with respect to Xxxxxxxx, of (i) the resolutions authorizing, as applicable: (a) the execution, delivery and performance of this Amendment and (b) the transactions contemplated by this Amendment and (ii) a list of the individuals that have been duly appointed as officers of the Borrower and duly authorized to sign each of the Loan Documents to which the Borrower is a party on behalf of the Borrower, each certified by a Responsible Officer of Xxxxxxxx as of the

date hereof, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified or revoked and are in full force and effect;

(f)payment of a facility extension fee in the amount of $125,000; and

(g)the payment of the attorneys’ fees and disbursements incurred by Administrative Agent in connection with this Amendment.

4.Representations and Warranties of the Borrower. To induce the Administrative Agent, the Lenders and Letter of Credit Issuer to enter into this Amendment, the Borrower represents, warrants and certifies to each of the Administrative Agent, the Lenders and Letter of Credit Issuer that:

(h)after giving effect to this Amendment, there will not exist a Borrowing Base Deficiency on and as of such date; and

(i)each of the representations and warranties set forth in Section 8 of the Credit Agreement and the other Loan Documents is true and correct in all material respects (without duplication of the qualification effected by the phrase “in all material respects” or “in any material respect” or similar phrases in respect of such representations and warranties) as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case each is true and correct in all material respects (without duplication of the qualification effected by the phrase “in all material respects” or “in any material respect” or similar phrases in respect of such representations and warranties) as of such earlier date and except that the representations and warranties contained in Section 8.06 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clause (a) of Section 9.01 of the Credit Agreement.

5.Binding Effect; Confirmation of Obligations. Except as modified by this Amendment, the Credit Agreement and the other Loan Documents remain unmodified and in full force and effect. The provisions of the Loan Documents, as amended hereby, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. In addition, any and all guaranties and indemnities for the benefit of SMBC, as Administrative Agent, Letter of Credit Issuer and Lender and agreements subordinating rights and liens to the rights and liens of SMBC, as Administrative Agent, Letter of Credit Issuer and Lender, are hereby ratified and confirmed in all respects and shall not be released, diminished, impaired, reduced or adversely affected by this Amendment or otherwise, and Borrower hereby consents, acknowledges and agrees to the amendments set forth in this Amendment and waives any common law, equitable, statutory or other rights which such party might otherwise have as a result of or in connection with this Amendment.

6.Reservation of Rights. Administrative Agent hereby expressly reserves all rights, remedies and recourses available to it under and pursuant to the Credit Agreement, the Notes and the other Loan Documents as therein specifically provided and as otherwise allowed by law or in equity. Any failure by Administrative Agent to assert any default or any Event of Default that may exist on, prior to or after the date hereof shall not act or be deemed a waiver by Administrative Agent of the existence thereof. Any such failure and any other action or inaction Administrative Agent may have taken or not taken with respect to its rights, remedies and recourses available to it under and pursuant to the Credit Agreement, the Notes and the other Loan Documents as therein specifically provided and as otherwise allowed by law or in equity shall not be deemed a course of dealing between the parties and shall not impair, in any way, such rights, remedies and recourses. This Amendment is delivered without prejudice to Administrative Agent in collecting all sums and enforcing all rights and remedies now or hereafter accruing under the Credit Agreement, the Notes and the other Loan Documents. Any acceptance now, or at any time in the future, by Administrative Agent of any full or partial payments or other obligations under the Credit Agreement, the Notes and the other Loan Documents shall not be deemed to constitute (a) an agreement amending the terms of or modification of the Credit Agreement, the Notes and the other Loan Documents, (b) a waiver by Administrative Agent of Administrative Agent’s rights, remedies and recourses available to it under and pursuant to the Credit Agreement, the Notes and the other Loan Documents as therein

specifically provided and as otherwise allowed by law or in equity, or (c) a rescission of any notices sent to the Borrower.

7.Outstanding LIBOR Rate Loans. If and to the extent any “LIBOR Rate Loans” (without giving effect to the changes made by this Amendment) remain outstanding as of the effective date of this Amendment (any such Loan, a “Pre-Amendment Loan”), each such Pre-Amendment Loan shall remain a “LIBOR Rate Loan” (without giving effect to the changes made by this Amendment) until the end of the current Interest Period applicable to such Loan (or, for any Pre-Amendment Loan which is based on “Daily LIBOR” (without giving effect to the changes made by this Amendment), until the last Business Day of the current calendar month). Each Pre-Amendment Loan shall automatically convert to a Term RFR Loan (or, if such Pre-Amendment Loan is based on “Daily LIBOR” (without giving effect to the changes made by this Amendment), a Daily Simple RFR Loan) in the amount of and with the same tenor, if applicable, as such Pre-Amendment Loan on the last day of the current Interest Period applicable to such Loan (or, for any Pre-Amendment Loan which is based on “Daily LIBOR” (without giving effect to the changes made by this Amendment), on the last Business Day of the current calendar month). For the avoidance of doubt, (i) all new Loans shall be RFR Loans or Alternate Base Rate Loans, (ii) no Loan may be continued as a “LIBOR Rate Loan” (without giving effect to the changes made by this Amendment) and (iii) no Loan may be converted to a “LIBOR Rate Loan” (without giving effect to the changes made by this Amendment).

8.Governing Law. This Amendment shall be governed by the laws of the State of New York without reference to conflicts of laws principles.

9.Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by fax or other electronic imaging means (including electronic mail (including .pdf file, .jpeg file or any electronic signature complying with the U.S. federal ESIGN Act of 2000)) shall be effective as delivery of a manually executed counterpart of this Amendment.

10.Severability. The provisions of this Amendment are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Amendment.

Remainder of page intentionally left blank
signature pages follow.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

BORROWER:

XXXXXX XXXXXXXXX DIRECT LENDING CORP., a Maryland corporation

By: /s/Xxxx Xxxxxxxx_________________________
Name: Xxxx Xxxxxxxx
Title: Authorized Signatory

[SIGNATURE PAGE CONTINUES]

ADMINISTRATIVE AGENT,

LETTER OF CREDIT ISSUER,

AND LENDER:

SUMITOMO MITSUI BANKING CORPORATION,
as Administrative Agent, Letter of Credit Issuer and a Lender

By:    /s/ Xxxxxxx Xxxxxxx
    Name: Xxxxxxx Xxxxxxx
    Title: Managing Director

Annex A

[See attached]

Annex A to First Amendment to Revolving Credit Agreement

EXECUTION VERSION


XXXXXX XXXXXXXXX DIRECT LENDING CORP.,

as Borrower


$30,000,000 $50,000,000

Revolving Credit Agreement


Sumitomo Mitsui Banking Corporation,

as Administrative Agent, Syndication Agent, Lead Arranger, Book Manager
Letter of Credit Issuer and Xxxxxx


September 10, 2020

TABLE OF CONTENTS

Page

1. DEFINITIONS. 1

1.01 Defined Terms 1

1. in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBOR Rate permanently or indefinitely ceases to provide the LIBOR Rate; or 5

2. in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein. 5

1.02 Other Definitional Provisions 3037

1.03 Times of Day 3137

1.04 Letter of Credit Amounts 3137

1.05 Accounting Terms 3138

1.06 UCC 3138

1.07 Interest Rate 3238

1.08 Exchange Rates; Currency Equivalents. 3238

1.09 Additional Alternative Currencies. 3238

1.10 Change of Currency. 3339

1.11 Interest Rates. 39

2. LOANS AND LETTERS OF CREDIT. 3340

2.01 The Commitment. 3340

2.02 Revolving Credit Commitment 3744

2.03 Borrowings, Conversions and Continuations of Loans. 3745

2.04 Minimum Loan Amounts 3946

2.05 Funding. 3946

2.06 Interest. 4047

2.07 Determination of Rate 4048

2.08 Letters of Credit. 4048

2.09 [Reserved]. 4755

2.10 Use of Proceeds and Letters of Credit 4855

2.11 Unused Commitment Fee 4856

2.12 Administrative Agent Fees 4856

2.13 Letter of Credit Fees. 4856

2.14 Computation of Interest and Fees 4957

2.15 Extension of Stated Maturity Date. 4957

2.16 Increase in the Maximum Commitment. 5058

2.17 Defaulting Lender. 5159

3. PAYMENT OF OBLIGATIONS. 5361

3.01 Notes 5361

-i-

3.02 Payment of Obligation 5361

3.03 Payment of Interest. 5461

3.04 Payments of Obligation. 5462

3.05 Voluntary Prepayments 5563

3.06 Reduction or Early Termination of Commitments 5664

3.07 Lending Office 5664

4. CHANGE IN CIRCUMSTANCES. 5764

4.01 Taxes. 5764

4.02 Illegality. 6068

4.03 Inability to Determine Rates; Market Disruption. 6169

4.04 Increased Costs Generally. 6372

4.05 Compensation for Losses 6473

4.06 Mitigation Obligations; Replacement of Lenders. 6574

4.07 Prohibited Event 6574

5. SECURITY. 6575

5.01 Liens and Security Interest 6575

5.02 Collateral Account; Capital Calls. 6675

5.03 Agreement to Deliver Additional Collateral Documents 6878

5.04 Subordination of Claims 6878

6. [RESERVED]. 6978

7. CONDITIONS PRECEDENT TO BORROWINGS. 6978

7.01 Conditions to Initial Borrowing 6978

7.02 All Loans and Letters of Credit 7181

8. REPRESENTATIONS AND WARRANTIES 7382

8.01 Organization and Good Standing of the Borrower 7382

8.02 Authorization and Power 7382

8.03 No Conflicts or Consents 7382

8.04 Enforceable Obligations 7383

8.05 Priority of Liens 7383

8.06 Financial Condition 7383

8.07 Full Disclosure 7483

8.08 No Default 7483

8.09 No Litigation 7483

8.10 Material Adverse Change 7484

8.11 Taxes 7484

8.12 Jurisdiction of Formation; Principal Office. 7484

8.13 ERISA Compliance 7584

-ii-

8.14 Compliance with Law 7584

8.15 Hazardous Substances 7584

8.16 Insider 7585

8.17 Organizational Structure 7585

8.18 Capital Commitments and Contributions 7585

8.19 Fiscal Year 7685

8.20 Investment Company Xxx 0000

8.21 Margin Stock 7685

8.22 Anti-Money Laundering 7685

8.23 Insurance 7685

8.24 Included Investor Status; Investment Suspension Event 7685

8.25 Location of Books and Records 7686

8.26 USA Patriot Xxx 0000

8.27 Anti-Corruption 7786

8.28 Sanctions 7786

8.29 No Defenses 7786

8.30 Borrowing Base Certificate 7787

8.31 Investment Suspension Event; Exchange Listing 7787

8.32 Investor Documents 7787

9. AFFIRMATIVE COVENANTS 7787

9.01 Financial Statements, Reports and Notices 7887

9.02 Payment of Taxes 8089

9.03 Maintenance of Existence and Rights 8090

9.04 Notice of Default; Notice of Investment Suspension Event 8090

9.05 Other Notices 8090

9.06 Compliance with Loan Documents and Constituent Documents 8190

9.07 Books and Records; Access 8190

9.08 Compliance with Law 8191

9.09 Insurance 8191

9.10 Authorizations and Approvals 8191

9.11 Maintenance of Liens 8191

9.12 Further Assurances 8291

9.13 Investor Financial and Rating Information 8291

9.14 Collateral Account.. 82 91

9.15 Borrower Action Upon Investor Default 8292

9.16 Discharge of Liabilities 8292

9.17 Compliance with Sanctions and AML Laws 8292

-iii-

10. NEGATIVE COVENANTS 8292

10.01 Mergers; Dissolution 8392

10.02 Negative Pledge on Collateral. 8392

10.03 Fiscal Year and Accounting Method 8393

10.04 Constituent Documents 8393

10.05 Transfer by, Admission, Redemption and Withdrawal of, Investors. 8493

10.06 Capital Commitments 8594

10.07 ERISA Compliance 8595

10.08 Environmental Matters 8595

10.09 Limitations on Dividends and Distributions. 8595

10.10 Limitation on Debt. 8695

10.11 Dissolution 8696

10.12 Capital Commitments 8696

10.13 Sanctions. 8696

10.14 Capital Call Termination Event 8796

10.15 Limitation on Adviser and Administrator. 87. 96

10.16 Collateral Accounts 8797

10.17 Exchange Listing 8797

11. EVENTS OF DEFAULT. 8797

11.01 Events of Default 8797

11.02 Remedies Upon Event of Default 8999

11.03 Performance by the Administrative Agent 91100

11.04 Good Faith Duty to Cooperate 91100

12. ADMINISTRATIVE AGENT. 91101

12.01 Appointment and Authority 91101

12.02 Rights as a Lender 91101

12.03 Exculpatory Provisions 91101

12.04 Reliance by the Administrative Agent 92102

12.05 Delegation of Duties 93102

12.06 Resignation of the Administrative Agent 93102

12.07 Resignation of the Letter of Credit Issuer 93103

12.08 Non-Reliance on the Administrative Agent and Other Lenders 94103

12.09 No Other Duties, Etc 94104

12.10 Administrative Agent May File Proofs of Claim 94104

12.11 Collateral Matters 95104

13. MISCELLANEOUS. 95104

13.01 Amendments 95105

-iv-

13.02 Setoff 97106

13.03 Sharing of Payments 97107

13.04 Payments Set Aside 98107

13.05 Waiver 98108

13.06 Expenses; Indemnity; Damage Waiver. 98108

13.07 Notices. 100110

13.08 Governing Law 101111

13.09 Choice of Forum; Consent to Service of Process and Jurisdiction; Waiver of Trial by Jury. 102111

13.10 Invalid Provisions 103112

13.11 Entirety and Amendments 103113

13.12 Successors and Assigns. 103113

13.13 Lender Default 106116

13.14 Replacement of Lender 107116

13.15 Maximum Interest 107117

13.16 Headings 108117

13.17 Survival of Representations and Warranties 108117

13.18 Integration 108118

13.19 Recourse Obligations 108118

13.20 Confidentiality 108118

13.21 USA Patriot Act Notice 109119

13.22 No Advisory or Fiduciary Responsibility 109119

13.23 Multiple Counterparts 110119

13.24 Electronic Execution. 110119

13.25 Judgment Currency 110120

13.26 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 111121

-v-

SCHEDULES

SCHEDULE 1.01    Commitments
SCHEDULE 8.19    Organizational Structure
SCHEDULE 13.07    Addresses

EXHIBITS

EXHIBIT A:    Schedule of Investors
EXHIBIT B:    Promissory Note
EXHIBIT C:    Loan Notice
EXHIBIT D:    Request for Letter of Credit
EXHIBIT E:    [Reserved]
EXHIBIT F:    Security Agreement
EXHIBIT G:    Collateral Account Assignment
EXHIBIT H:    Facility Extension Request[Reserved]
EXHIBIT I:    Assignment and Assumption Agreement
EXHIBIT J:    Side Letter Certificate
EXHIBIT K:    Compliance Certificate
EXHIBIT L:     Borrowing Base Certificate
EXHIBIT M:    Facility Increase Request
EXHIBIT N:     Subscription Agreement

-vi-

REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT (together with all amendments and modifications hereof and supplements and attachments hereto, this “Credit Agreement”) is dated as of September 10, 2020 by and among XXXXXX XXXXXXXXX DIRECT LENDING CORP., a Maryland corporation (the “Borrower”), SUMITOMO MITSUI BANKING CORPORATION, a foreign banking corporation organized under the laws of Japan (in its individual capacity, “SMBC”), as administrative agent (together with any successor appointed pursuant to Section 12 below, the “Administrative Agent”) for the Lenders (as hereinafter defined), and the Lenders.

RECITALS

A.The Borrower has requested that the Lenders make Loans to, and participate in Letters of Credit for the account of, the Borrower, and that the Letter of Credit Issuer issue Letters of Credit for the account of the Borrower for the principal purposes of financing or refinancing (as applicable) Borrower’s activities permitted under its applicable Constituent Documents as further described herein;

X.Xxxxxxxx has agreed to grant and pledge to Administrative Agent, its interest in (i) the Capital Commitments (as hereinafter defined) of the Investors (as hereinafter defined) and (ii) the Collateral Account (as hereinafter defined), as additional collateral for the Loans (as hereinafter defined) and the issuance of letters of credit to facilitate the extension of credit to the Borrower; and

C.The Lenders are willing to lend funds and to cause the issuance of Letters of Credit upon the terms and subject to the conditions set forth in this Credit Agreement.

1.DEFINITIONS.

1.01Defined Terms. For the purposes of this Credit Agreement, unless otherwise expressly defined, the following terms shall have the respective meanings assigned to them in this Section 1 or in the Section or recital referred to:

“Account Bank” means (i) U.S. Bank National Association, or any successor thereto, so long as it remains an Eligible Institution or (ii) any Eligible Institution that enters into a Control Agreement in accordance with Section 5.02(d).

“Adequately Capitalized” means compliance with the capital standards for bank holding companies as described in the Bank Holding Company Act of 1956, as amended, and regulations promulgated thereunder.

“Adjusted Daily Simple SOFR” means, for purposes of any calculation, the rate per annum equal to the greater of (1) Daily Simple SOFR for such calculation and (2) the Floor.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to the greater of (1) sum of (A) Term SOFR for such calculation plus (B) the Term SOFR Adjustment and (2) the Floor.

“Administration Agreement” means the Administration Agreement between the Borrower and the Administrator, dated as of December 31, 2019, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Administrative Agent” means SMBC in its capacity as administrative agent under this Credit Agreement and the other Loan Documents until the appointment of a successor administrative agent

pursuant to the terms of this Credit Agreement and, thereafter, shall mean such successor administrative agent.

“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth in Section 13.07 hereof with respect to such currency, or such other address or account of which Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrator” means Xxxxxx Xxxxxxxxx Administration LLC.

“Adviser” means Xxxxxx Xxxxxxxxx Advisors LLC.

“Advisory Agreement” means that certain Investment Advisory Agreement, dated as of December 31, 2019, by and between the Adviser and the Borrower.

“Affected Financial Institution” means (a) any EEA Financial Institution, or (b) any UK Financial Institution.

“Affiliate” of any Person means any other Person that, directly or indirectly, Controls or is Controlled By, or is Under Common Control With, such Person.

“Agent-Related Persons” means the Administrative Agent (including any successor administrative agent), together with its Affiliates (including, in the case of SMBC in its capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Alternate Base Rate” means the greatest of (i) the Administrative Agent’s Prime Rate, (ii) the LIBOR RateAdjusted Term SOFR with a one-month term (or the applicable Benchmark Replacement) plus the Applicable Margin or (iii) the Federal Funds Rate plus 0.50%. All Alternate Base Rate Loans shall be denominated in Dollars.

“Alternate Base Rate Loan” means a Loan that bears interest based on the Alternate Base Rate.

“Alternative Currency” means each of the following currencies: Euro, Sterling, CAD and each other currency (other than Dollars) that is approved in accordance with Section 1.09.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by Administrative Agent, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“Alternative Currency Liability” means the Dollar Equivalent of the sum of (a) the aggregate outstanding principal amount of the Loans denominated in an Alternative Currency; plus (b) the Letter of Credit Liability denominated in an Alternative Currency.

“Alternative Currency Sublimit” means, at any time, fifty percent (50%) of the Available Commitment at such time.

“AML Laws” means any applicable Law relating to money laundering, including, the Bank Secrecy Act, the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA PATRIOT Act of 2001) and any regulations promulgated thereunder.

“Annual Valuation Period” means the “annual valuation period” as defined in the Plan Assets Regulation as determined, for the Borrower, by designation of the Borrower.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977 and all other laws, rules and regulations of any jurisdiction applicable to the Borrower from time to time concerning or relating to bribery or corruption.

“Applicable Margin” means, with respect to interest rate spreads, 1.75%.

“Applicable Requirement” means, for any Included Investor that is (or whose Credit Provider, if applicable, is): (a) a Bank Holding Company, Adequately Capitalized status or better and a Rating of BBB-/Baa3 or higher, (b) an insurance company, a Best’s Rating of A- or higher and a Rating of BBB-/Baa3 or higher, (c) an ERISA Investor, in addition to the Sponsor’s Rating of BBB-/Baa3 or higher, a minimum Funding Ratio for the ERISA Investor based on the Rating of the Sponsor of the ERISA Investor or its Responsible Party as follows:


Sponsor Rating			Minimum Funding Ratio
A-/A3 or higher			No minimum
Rated Otherwise			90%

(a)a Governmental Plan Investor, in addition to the Governmental Plan Investor’s or Responsible Party’s Rating of BBB-/Baa3 or higher, a minimum Funding Ratio for the Governmental Plan Investor based on the Rating of its Responsible Party as follows:


Responsible Party Rating			Minimum Funding Ratio
A-/A3 or higher			No minimum
BBB-/Baa3 or higher			90%

(b)for all other Rated Investors, a rating of BBB-/Baa3 or higher.

The first Rating indicated in each case above is the S&P Rating and the second Rating indicated in each case above is the Xxxxx’x Rating. In the event that the Ratings are not equivalent, the Applicable Requirement shall be based on the lower of the Ratings. If any Person has only one Rating, then that Rating shall apply.

“Applicable Time” means, with respect to any Borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by Administrative Agent, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Approved Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, that is administered or managed by: (a) a Lender; (b) an Affiliate of a Lender; or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means SMBC, in its capacity as sole lead arranger and sole book manager.

“Assignee” is defined in Section 13.12(b) hereof.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption Agreement” means the agreement contemplated by Section 13.12(b)(iv) hereof, pursuant to which any Lender assigns all or any portion of its rights and obligations hereunder, which agreement shall be in substantially the form of Exhibit I attached hereto.

“Attributable Indebtedness” means, on any date: (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of

such date in accordance with Generally Accepted Accounting Principles; and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with Generally Accepted Accounting Principles if such lease were accounted for as a Capital Lease.

“Auto-Extension Letter of Credit” is defined in Section 2.08(b) hereof.

“Availability Period” means the period commencing on the Closing Date and ending on the Maturity Date.

“Available Commitment” means, at any time, the Dollar Equivalent of the lesser of: (a) the Maximum Commitment; or (b) ninety percent (90%) of the Unfunded Commitments of the Included Investor.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any currency, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period or the frequency of making payments of interest with respect to such Benchmark pursuant to this Credit Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 4.03.

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

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Holding Company” means a “bank holding company” as defined in Section 2(a) of the Bank Holding Company Act of 1956, as amended, or a non-bank subsidiary of such bank holding company.

“Bankruptcy Code” means Title 11 of the United States Code, as now or hereafter in effect.

“Benchmark” means, initially, with respect to any:

(A)Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, with respect to Term RFR Loans and Alternate Base Rate Loans, Adjusted Term SOFR, and otherwise, Adjusted Daily Simple SOFR (which, for the avoidance of doubt, shall be determined on each Business Day in accordance with the definition thereof); provided that if a Benchmark Transition Event and its related Benchmark Replacement Date, have occurred with respect to the then-current Benchmark for Dollars, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 4.03.

(B)Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to any Alternative Currency, the rate designated with respect to such currency at the time such currency is approved by the Administrative Agent and the Lenders in accordance with Section 1.09; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to such Benchmark for such Alternative Currency, then “Benchmark” means, with respect to such Obligations, interest, fees,

commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 4.03.

“Benchmark Replacement” means, for any Available Tenor: with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (ai) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (iA) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (iiB) any evolving or then-prevailing market convention for determining a benchmark rate of interest as a replacement to LIBOR for U.S. dollar-denominatedfor such Benchmark for syndicated credit facilities denominated in the applicable currency at such time and (bii) the related Benchmark Replacement Adjustment; provided that, if.

If the Benchmark Replacement as so determined above would be less than zerothe Floor, the Benchmark Replacement will be deemed to be zerothe Floor for the purposes of this Credit Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the LIBOR Ratethen- current Benchmark with an Unadjusted Benchmark Replacement for eachany applicable Interest Period, and Available Tenor for any setting of such Unadjusted Benchmark Replacement: the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBOR Ratesuch Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBORsuch Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such timedenominated in the applicable currency; provided that such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

“Benchmark Replacement Conforming Changes” means, with respect to either the use or administration of Adjusted Term SOFR, Adjusted Daily Simple SOFR or any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback period, the applicability of breakage provisions, and other technical, administrative or operational matters) that Administrative Agent, in consultation with the Borrower, decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement andrate or to permit the administration thereof by Administrative Agent in a manner substantially consistent with market practice (or, if Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if Administrative Agent determines that no market practice for the administration of the Benchmark Replacementsuch rate exists, in consultation with the Borrower, in such other manner of administration as the Administrative Agent determinesdecides is reasonably necessary in connection with the administration of this Credit Agreement and the other Loan Documents in consultation with the Borrower).

“Benchmark Replacement Date” means the earlierearliest to occur of the following events with respect to LIBORthe then-current Benchmark:

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

(C)2. in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

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

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the LIBOR Ratethen-current Benchmark for any currency:

1. 1. a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the LIBOR Ratepublished component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide the LIBOR Rateall Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rateany Available Tenor of such Benchmark (or such component thereof);

2. 2. a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Ratesuch Benchmark (or the published component used in the calculation thereof), the U.S. Federal Reserve SystemBoard, the Federal Reserve Bank of New York, the central bank for any currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for the LIBOR Ratesuch Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the LIBOR Ratesuch Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Ratesuch Benchmark (or such component), which states that the administrator of the LIBOR Ratesuch Benchmark (or such component) has ceased or will cease to provide LIBORall Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rateany Available Tenor of such Benchmark (or such component thereof); or

3. 3. a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the LIBOR Ratepublished component used in the calculation thereof) announcing that the LIBOR Rate isall Available Tenors of such Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt, a “Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicableEvent” will be deemed to have occurred with respect to any Benchmark Replacement Date and (ii) if such Benchmark Transition Event isif a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of informationset forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by Administrative Agent or the Required Lenders, as applicable, by notice to the Borrower, Administrative Agent (in the case of such notice by the Required Lenders) and the Lenderspublished component used in the calculation thereof).

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBOR Rate and solely to the extent that the LIBOR Rate has not been replaced with awith respect to any then-current Benchmark Replacementfor any currency, the period (if any) (x) beginning at the time that sucha Benchmark Replacement Date with

respect to such currency has occurred if, at such time, no Benchmark Replacement has replaced the LIBOR Ratethen-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.03(b) and (y) ending at the time that a Benchmark Replacement has replaced the LIBOR Ratethen-current Benchmark for all purposes hereunder pursuant toand under any Loan Document in accordance with Section 4.03(b).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. §1010.230.

“Best’s Rating” means a “Best’s Financial Strength Rating” by A.M. Best Company.

“Board of Directors” means the board of directors of the Borrower.

“Borrower” means the Borrower named in the preamble of this Credit Agreement.

“Borrower Collateral Account” is defined in Section 5.02(a) hereof.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type of Loan, in the same currency, and, in the case of LIBOR RateRFR Loans, having the same Interest Period, made by each of the Lenders; “Borrowings” means the plural thereof.

“Borrowing Base Certificate” means the certification and spreadsheet setting forth the calculation of the Principal Obligations and the Available Commitment in the form of Exhibit L.

“Borrowing Base Deficiency” is defined in Section 2.01(d) hereof.

“Business Day” means (a) for all purposes other than as set forth in clause (b) below, any day of the year except: a Saturday, Sunday or, other day on which commercial banks in New York City are authorized or required by applicable Law to close or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; and (b):

(i) if such day relates to any interest rate settings as to a LIBOR Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such LIBOR Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Credit Agreement in respect of any such LIBOR Rate Loan, means any such day that is also a London Business Day;

(ii) if such day relates to any interest rate settings as to a LIBOR Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such LIBOR Rate Loan, or any other dealings in Euro to be carried out pursuant to this Credit Agreement in respect of any such LIBOR Rate Loan, means a TARGET Day;

(iii) if such day relates to any interest rate settings as to a LIBOR Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

(iv) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a LIBOR Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Credit Agreement in respect of any such LIBOR Rate Loan (other than any interest rate settings), means , to the extent relating to any dealings in an Alternative Currency, any such day on which

banks are open for foreign exchange business in the principal financial center of the country of such currency.

In the event the Securities Industry and Financial Markets Association ceases to publish such holiday schedule or an equivalent on a regular basis, the term “Business Day” shall be determined on any day by reference to such other regularly published holiday schedules for such date applicable to commercial banks as is determined by Administrative Agent in its reasonable discretion.

“Bylaws” means the Bylaws of the Borrower dated as of November 6, 2019, as the same may be further amended, restated, modified or supplemented in accordance with the terms hereof.

“CAD” means the lawful currency of Canada.

“Capital Call” means a call upon any or all of the Investors for payment of all or any portion of the Capital Commitments pursuant to and in accordance with, as applicable, the Constituent Documents and the Subscription Agreements of the Investors. “Capital Calls” means, where the context may require, all Capital Calls, collectively.

“Capital Call Notice” means any notice sent to an Investor for the purpose of making a Capital Call.

“Capital Call Termination Event” means, with respect to Borrower, the occurrence of any event, in accordance with the applicable Operative Document (or other applicable Constituent Documents) of the Borrower, or otherwise (including, without limitation, as a result of any provision in any Side Letter), that, unless waived or cured, will result in the expiration or termination of the ability (of the Borrower or of Administrative Agent, as applicable) to make Capital Calls for the repayment of the Obligations.

“Capital Commitment” means the capital commitment of the Investors to the Borrower in the amount set forth in the applicable Subscription Agreement (or other applicable Constituent Documents) or the applicable Subscription Agreement, including, for the avoidance of doubt, “Commitment”, as such term is defined in the applicable Subscription Agreement (or other applicable Constituent Documents). “Capital Commitments” means, where the context may require, all Capital Commitments, collectively.

“Capital Contribution” means the amount of cash actually contributed by an Investor to the Borrower with respect to its Capital Commitment as of the time such determination is made, less amounts refunded to such Investor in accordance with the applicable Subscription Agreement (or other applicable Constituent Documents). “Capital Contributions” means, where the context may require, all Capital Contributions, collectively.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with Generally Accepted Accounting Principles, is or should be accounted for as a capital lease or finance lease, as applicable, on the balance sheet of that Person and the amount of such obligation shall be the capitalized amount thereof determined in accordance with Generally Accepted Accounting Principles.

“Cash Collateral Account” means each deposit account held at the Administrative Agent for the purposes of holding Cash Collateral.

“Cash Collateralize” means to deposit in a Cash Collateral Account or to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Letter of Credit Issuer or the Lenders, as collateral for the Letter of Credit Liability or obligations of the Lenders to fund participations in respect of the Letter of Credit Liability, cash or deposit account balances, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Letter of Credit Issuer. “Cash Collateral”, “Cash Collateralized”, and “Cash Collateralization” shall have meanings correlative to the foregoing and shall include the proceeds of such Cash Collateral.

“Cash Control Event” means, at any time, (i) a Borrowing Base Deficiency exists, (ii) a Potential Default under Section 11.01(a), (g) or (h) exists, or (iii) any Event of Default exists

“Catch-up Purchase Price” has the meaning set forth in the Subscription Agreements.

“CDOR Rate” means, with respect to any day and with respect to a particular term as specified herein, the annual rate of discount or interest which is the arithmetic average of the discount rates for such term applicable to CAD bankers’ acceptances identified as such on the Reuters Screen CDOR Page at approximately 10:00 a.m. (Toronto time) on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00 a.m. (Toronto time) to reflect any error in any posted rate or in the posted average annual rate). If such rate does not appear on the Reuters Screen CDOR Page as provided in the preceding sentence, the CDOR Rate on any day shall be calculated as the arithmetic average of the annual discount rates for such term applicable to CAD bankers’ acceptances of, and as quoted by, the rate of an Eligible Institution reasonably acceptable to the Administrative Agent, as of 10:00 a.m. (Toronto time) on that day, or if that day is not a Business Day, then on the immediately preceding Business Day. Notwithstanding anything herein, if the CDOR Rate shall be less than the zero, such rate shall be deemed to be zero for purposed of this Credit Agreement.

“Change in Law” means the occurrence, after the date of this Credit Agreement, 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, (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority, or (d) the compliance with, or application or implementation of, any of clauses (a), (b), or (c) of this definition or with Xxxx Xxxxx Laws (defined below) or Basel Rules (defined below) by any Lender; provided that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith (collectively, the “Xxxx Xxxxx Laws”) and (ii) 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 (collectively, the “Basel Rules”), shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control Event” shall mean at any time TIAA fails to control, directly or indirectly, the Adviser.

“Charter” means the Articles of Amendment and Restatement of the Borrower, filed with the State of Maryland Department of Assessments and Taxation on December 26, 2019, as amended by the Articles of Amendment of the Borrower, filed with the State of Maryland Department of Assessments and Taxation on June 1, 2020, as the same may be further amended, restated, modified or supplemented in accordance with the terms hereof.

“Closing Date” means the date on which all of the conditions precedent set forth in Section 7.01 hereof are satisfied or waived.

“Collateral” is defined in Section 5.01 hereof.

“Collateral Account” means, collectively, the Borrower Collateral Account and any other bank deposit account described in any Collateral Account Assignment and Control Agreement.

“Collateral Account Assignment” means a pledge and assignment of each Collateral Account in substantially the form of Exhibit G attached hereto.

“Collateral Documents” means the security agreements, financing statements, assignments, and other security documents and instruments from time to time executed and delivered pursuant to this Credit Agreement and any documents or instruments amending or supplementing the same, including,

without limitation, the Security Agreement, the Control Agreement and the Collateral Account Assignment.

“Commitment” means, for each Lender, the amount set forth on Schedule 1.01 or on its respective Assignment and Assumption Agreement, as the same may be reduced from time to time pursuant to Section 3.06 hereof, or by further assignment by such Lender pursuant to Section 13.12(b) hereof.

“Common Shares” means shares of common stock of the Borrower or the Equity Interest of any Investor in any other Borrower.

“Competitor” means any private investment fund that, as a material part of its investment program, regularly invests primarily in first-lien senior secured loans and unitranche loans to middle market companies, or any Affiliate thereof (excluding any commercial or investment bank, which includes any commercial or investment bank that sponsors private equity funds or private equity investments).

“Compliance Certificate” is defined in Section 9.01(c) hereof.

“Constituent Documents” means, (x) for the Borrower, the Operative Documents, and (y) for any other Person, its constituent or organizational documents, including, without limitation: (a) in the case of any partnership (including an exempted limited partnership), joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or registration and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or registration with the secretary of state or other department in the state or jurisdiction of its formation or registration, in each case as amended from time to time; (b) in the case of any limited liability company the articles or certificate of formation or registration and its operating agreement or limited liability company agreement, as amended from time to time; (c) in the case of a corporation, the certificate or articles of incorporation and its bylaws and/or its memorandum and articles of association, as applicable, as amended from time to time; and (d) in case of an exempted company or other kind of entity, constituent or organizational documents of such entity evidencing the creation of, and governing internal and external affairs of, such entity, as amended from time to time.

“Control” and the correlative meanings of the terms “Controlled By” and “Under Common Control With” mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting shares or subscribed interests or the ability to exercise voting power by contract or otherwise.

“Control Agreement” means each Control Agreement relating to a Collateral Account, in form and substance reasonably acceptable to the Administrative Agent, among Borrower, the Administrative Agent and the Account Bank, as the same may be amended, restated, supplemented or modified from time to time.

“Controlled Group” means: (a) the controlled group of corporations as defined in Section 1563 of the Internal Revenue Code; or (b) the group of trades or businesses under common control as defined in Section 414(c) of the Internal Revenue Code, in each case of which Borrower is a part or may become a part.

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

“Credit Agreement” means this Revolving Credit Agreement, of which this Section 1 forms a part, together with all amendments, modifications, and restatements hereof, and supplements and attachments hereto.

“Credit Link Documents” means such financial information and documents as may be requested by the Administrative Agent in its sole discretion, to reflect and connect the relevant or appropriate credit

link or credit support of a Sponsor, Credit Provider or Responsible Party, as applicable, to the obligations of the applicable Investor to make Capital Contributions, which may include a written guaranty, comfort letter or such other acceptable instrument determined by the Administrative Agent in its sole discretion as to whether the applicable Investor satisfies the Applicable Requirement based on the Rating or other credit standard of its Sponsor, Credit Provider or Responsible Party, as applicable.

“Credit Provider” means a Person providing Credit Link Documents, in form and substance acceptable to the Administrative Agent, acting reasonably and in good faith, of the obligations of an Included Investor to make Capital Contributions to the Borrower, to the Administrative Agent.

“Current Party” is defined in Section 13.13 hereof.

“Daily LIBORSimple RFR” means, with respect to any day, the a rate per annum equal to the sum of (a) the Applicable Margin plus (b) the greater of (i) the LIBOR Floor or (ii) the rate per annum equal to the quotient obtained by dividing: (x) the rate of interest per annum determined by the Administrative Agent based on the London interbank offered rate as set by the ICE Benchmark Administration (or the successor thereto if the ICE Benchmark Administration is no longer making a London Interbank Offered Rate available), as published by Reuters (or other commercially available source that is generally recognized or accepted by the global banking industry providing quotations of ICE LIBOR as designated by the Administrative Agent from time to time) for Dollar deposits for a period equal to one month (commencing on the date of determination of such interest rate) as published by Reuters (or other commercially available source that is generally recognized or accepted by the global banking industry providing quotations of ICE LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time on such date of determination or, if such date is not a Business Day, then the immediately preceding Business Day (rounded upward, if necessary, to the nearest whole 1/100 of 1%) by (y) one (1) minus the LIBOR Reserve Requirement for such LIBOR Rate LoanAdjusted Daily Simple SOFR.

“Daily Simple RFR Loan” means a Loan that bears interest at a rate based on the Daily Simple RFR.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debt Limitations” is defined in Section 10.10 hereof.

“Debtor Relief Laws” means any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, fraudulent conveyance, reorganization, or similar laws affecting the rights, remedies, or recourse of creditors generally, including, without limitation, the United States Bankruptcy Code and all amendments thereto, as are in effect from time to time during the term of the Loans.

“Default Rate” means on any day (1) with respect to any default in the payment of principal or interest hereunder, the lesser of: (a) the interest rate in effect on such day, plus two percent (2%); or (b) the Maximum Rate, and (2) with respect to all other amounts due, the lesser of (a) the Alternate Base Rate, plus two percent (2%), or (b) the Maximum Rate.

“Defaulting Investor” is defined in Section 2.01(c) hereof.

“Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion of the Loans or participations in the Letter of Credit Liability required to be funded by it hereunder within two (2) Business Days of the date such Loans or participations were required to be funded hereunder unless

such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Letter of Credit Issuer, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the Letter of Credit Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Xxxxxx’s obligation to fund a Loan hereunder and states that such position is based on such Xxxxxx’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender 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) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above, and of the effective date of such status, above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower, the Letter of Credit Issuer and each other Lender.

“Dollar Equivalent” means, at any time: (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by Administrative Agent, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency; provided that, for purposes of calculating the required minimum or multiple amount pursuant to Section 2.03 hereof with respect to any continuation of an existing LIBOR RateRFR Loan denominated in an Alternative Currency, the Alternative Currency Equivalent of such required minimum or multiple amount shall be calculated on the basis of the Spot Rate for the purchase of such Alternative Currency with Dollars determined in respect of the Revaluation Date immediately preceding the date that such LIBOR RateRFR Loan was originally borrowed.

“Dollars” and the sign “$” means lawful currency of the United States of America.

“Early Opt-in Election” means the occurrence of:

A. (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in this Section titled “Effect of Benchmark Transition Event,” are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR, and

B. (i) the joint election by the Administrative Agent and the Borrower or (ii) the joint election by the Required Xxxxxxx and the Borrower to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

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

“Eligible Assignee” means (a) a bank; or (b) subject to Section 13.12 hereof, such other Person as may be approved, in its sole discretion, by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, in its reasonable discretion, the Borrower.

“Eligible Institution” means any depository institution, organized under the laws of the United States or any state, having capital and surplus in excess of $200,000,000, the deposits of which are insured by the Federal Deposit Insurance Corporation to the fullest extent permitted by applicable Law and which is subject to supervision and examination by federal or state banking authorities; provided that such institution also must have a short-term unsecured debt rating of at least P-1 from Moody’s and at least A-1 from S&P. If such depository institution publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

“Entity” means a sole proprietorship, joint venture, association, trust, estate, business trust, corporation, exempted company, non-profit corporation, partnership, limited partnership, limited liability company, exempted limited partnership, sovereign government or agency, instrumentality, or political subdivision thereof, or any similar entity or organization.

“Environmental Complaint” means any complaint, order, demand, citation or notice threatened or issued in writing to Borrower or any of its Subsidiaries by any Person with regard to air emissions, water discharges, Releases, or disposal of any Hazardous Material, noise emissions or any other environmental, health or safety matter affecting the Borrower or any of its Subsidiaries.

“Environmental Laws” means all applicable laws, rules, codes, decrees, judgments, injunctions, ordinances, regulations or policies issued, promulgated or entered by any Governmental Authority relating to pollution or protection of human health or the environment including, without limitation, air pollution, water pollution, noise control, or the use, handling, discharge, disposal or Release or recovery of on-site or off-site Hazardous Materials, as each of the foregoing may be amended from time to time, applicable to Borrower.

“Environmental Liability” means any written claim, demand, obligation, cause of action, accusation or allegation, or any order, violation, damage (including, without limitation, to any Person, property or natural resources), injury, judgment, penalty or fine, cost of enforcement, cost of remedial action, clean-up, restoration or any other cost or expense whatsoever, including reasonable attorneys’ fees and disbursements resulting from the violation or alleged violation of any Environmental Law or the imposition of any Environmental Lien or otherwise arising under any Environmental Law or resulting from any common law cause of action asserted by any Person.

“Environmental Lien” means a Lien in favor of any Governmental Authority: (a) under any Environmental Law; or (b) for any liability or damages arising from, or costs incurred by, any Governmental Authority in response to the Release or threatened Release of any Hazardous Material.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder by any Governmental Authority, as from time to time in effect.

“ERISA Affiliate” shall mean all members of a controlled group of corporations and all trades and business (whether or not incorporated) under common control and all other entities which, together with Borrower, are treated as a single employer under any or all of Sections 414(b), (c), (m) or (o) of the Internal Revenue Code.

“ERISA Investor” means an Investor that is: (a) an “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) subject to Title I of ERISA; (b) any “plan” (as such term is defined in Section 4975(e) of the Internal Revenue Code) subject to Section 4975 of the Internal Revenue Code; or (c) a partnership or commingled account of a fund, or any other entity, whose assets include or are deemed to include Plan Assets.

“ERISA Notice” is defined in Section 9.01(h) hereof.

“Erroneous Payment” has the meaning provided in Section 12.12(a).

“Erroneous Payment Deficiency Assignment” has the meaning provided in Section 12.12(d).

“Erroneous Payment Return Deficiency” has the meaning provided in Section 12.12(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule.

“Euro” and “€” mean the single currency of the Participating Member States.

“Event of Default” is defined in Section 11.01 hereof.

“Exchange Listing” means a listing of a Borrower’s Common Shares on a national securities exchange.

“Excluded Investor” means any Investor who is not an Included Investor, whether by reason of an Exclusion Event or otherwise.

“Excluded Taxes” means, with respect to any Recipient of any payment to be made by or on account of any obligation of the Borrower hereunder: (a) Taxes imposed on or measured by its overall net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed on it by the jurisdiction (or any political subdivision thereof) under the laws of which such Recipient is organized or in which its principal office is located as a result of such Recipient being organized under the laws of, or having its principal office in, such jurisdiction, or, in the case of any Lender, in which its applicable Lending Office is located or (ii) that are Other Connection Taxes; (b) in the case of a Lender, any U.S. withholding Tax that is imposed on amounts payable to such Lender at the time such Lender (i) becomes a party hereto (other than pursuant to an assignment request by the Borrower under Section 13.14) or (ii) designates a new Lending Office; except in each case to the extent that pursuant to Section 4.01 such Lender (or its assignor, if any) was entitled to receive additional amounts from the Borrower with respect to such withholding tax immediately prior to such Lender becoming a party hereto or changing its Lending Office, (c) Taxes attributable to such Xxxxxx’s failure to comply with Section 4.01(e), and (d) any withholding Taxes imposed under FATCA.

“Exclusion Event” is defined in Section 2.01(c) hereof.

“Facility Extension Fee” shall have the meaning given to such term in the Fee Letter.

“Facility Extension Request” means the notice in substantially the form of Exhibit H attached hereto pursuant to which the Borrower request an extension of the Stated Maturity Date in accordance with Section 2.15.

“Facility Increase Fee” shall have the meaning given to such term in the Fee Letter.

“Facility Increase Request” means the notice in substantially the form of Exhibit M attached hereto pursuant to which Borrower request an increase of the Commitments in accordance with Section 2.16 hereof.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

“Federal Funds 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 Business Day, the Federal Funds 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 Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to SMBC on such day on such transactions as determined by the Administrative Agent.

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source.

“Fee Letter” means that certain fee letter agreement by and between the Borrower and the Administrative Agent, dated as of the date hereof, as the same may, from time to time, be amended or otherwise modified.

“Floor” means 0.00%.

“Foreign Lender” means, with respect to the Borrower, any Lender that is not a U.S. Person.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Letter of Credit Issuer, such Defaulting Lender’s Pro Rata Share of the outstanding Letter of Credit Liability other than Letter of Credit Liability as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Funding Ratio” means: (a) for a Governmental Plan Investor or other pension plan not covered by clause (b) below, the total net fair market value of the assets of the plan over the actuarial present value of the plan’s total benefit liabilities, as reported in such plan’s most recent audited financial statements; and (b) for an ERISA Investor: the funding target attainment percentage reported in the Schedule SB to the Form 5500 or the funded percentage for monitoring the plan’s status on Schedule MB to the Form 5500, as applicable, as reported on the most recent Form 5500 filed by such plan with the United States Department of Labor.

“Generally Accepted Accounting Principles” means those generally accepted accounting principles and practices that are recognized as such by the American Institute of Certified Public Accountants or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof, and that are consistently applied for all periods, after the date hereof, so as to properly reflect the financial position of the Borrower, except that any accounting principle or practice required to be changed by the Financial Accounting Standards Board (or other appropriate board or

committee of the said board) in order to continue as a generally accepted accounting principle or practice may be so changed.

“Government Official” means employee, official, representative, or other Person acting on behalf of any Governmental Authority or department, agency or instrumentality thereof, or of any public international organization, or any political party or official thereof, or candidate for political office, or a relative of any such individual.

“Governmental Authority” means any foreign governmental authority, the United States of America, any State of the United States of America, and any subdivision of any of the foregoing, and any agency, department, commission, board, authority or instrumentality, bureau or court having jurisdiction over the Borrower, the Administrative Agent, any Lender or the Letter of Credit Issuer, or any of their respective businesses, operations, assets, or properties.

“Governmental Plan Investor” means an Investor that is a governmental plan as defined in Section 3(32) of ERISA.

“Guaranty Obligations” means, with respect to any Person, without duplication, any obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing any Indebtedness of any other Person in any manner, whether direct or indirect, and including, without limitation, any obligation, whether or not contingent: (a) to purchase any such Indebtedness or other obligation or any property constituting security therefor; (b) to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person; (c) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness; or (d) to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof. Guaranty Obligations shall not include (a) the obligations of the Borrower to sell to any special purpose Subsidiary (or its assigns) one or more investments, or (b) any repurchase, substitution or indemnification obligations of the Borrower, or any representations and warranties made by Borrower, in each case, in Borrower’s capacity as a seller to any special purpose Subsidiary in connection with the true sale of one or more investments by the Borrower to such special purpose Subsidiary.

“Hazardous Material” means any substance, material, or waste which is or becomes regulated, under any Environmental Law, as hazardous to public health or safety or to the environment, including, but not limited to: (a) any substance or material designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, as amended, 33 U.S.C. §1251 et seq., or listed pursuant to Section 307 of the Clean Water Act, as amended; (b) any substance or material defined as “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901 et seq.; (c) any substance or material defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §9601 et seq.; or (d) petroleum, petroleum products and petroleum waste materials.

“HNW Aggregating Vehicle” means a vehicle that has been established for the purpose of investing in Borrower as an Investor, and which serves as an aggregating vehicle for high net worth individuals and/or other Persons.

“Honor Date” is defined in Section 2.08(c)(i) hereof.

“Included Investor” means: (a) on the Closing Date, an Investor (i) (A) that has, or that has a Credit Provider, Sponsor or Responsible Party that has, met the Applicable Requirement for an Included Investor and that has been approved by the Administrative Agent (in its reasonable discretion), or (B) that has been so designated by the Administrative Agent and all Lenders (each in its sole discretion) as a Non-Rated Included Investor; and (ii) with respect to which the Administrative Agent has received the information and documents required under Section 10.05(f) hereof; and in each case, as evidenced initially on Exhibit A attached hereto and, following the Closing Date, in writing by an Included Investor

Confirmation Letter executed by the Administrative Agent; and (b) subsequent to the Closing Date, subject to the requirement of items (a)(i) and (a)(ii) above, additional Investors may be designated as Included Investors: (i) with the consent of the Administrative Agent (in its reasonable discretion), acting alone, if they (or their Credit Providers, Sponsors or Responsible Parties) meet the Applicable Requirement; provided however, it shall be reasonable for the Administrative Agent to withhold such approval to the extent: (w) such persons are Sanctioned Persons, (x) such approval would cause the Borrower to hold “Plan Assets” or (y) such approval would cause non-compliance with applicable “know your customer” requirements, Sanctions or AML Laws or (ii) otherwise with the written approval of all the Lenders (in each of their sole discretion); and in each case, as evidenced in writing by an Included Investor Confirmation Letter executed by the Administrative Agent; provided that a Defaulting Investor shall no longer be an Included Investor until such time as all Exclusion Events affecting such Investor have been cured and such Investor shall have been approved as an Included Investor in the sole and absolute discretion of the Administrative Agent and all of the Lenders.

“Included Investor Confirmation Letter” means a letter from the Administrative Agent to the Borrower designating the Investors named in such letter as an “Included Investor”.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with Generally Accepted Accounting Principles:

(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties and similar instruments;

(c)all net obligations of such Person under any Swap Contract;

(d)all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e)all indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being acquired by such Person (including indebtedness arising under conditional sales or other title retention agreements but not including trade accounts payable in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)all Capital Leases and Synthetic Lease Obligations; and

(g)all Guaranty Obligations of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“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 the Borrower under any Loan Document, and (b) to the extent not described in (a), Other Taxes.

“Indemnitee” is defined in Section 13.06(b) hereof.

“Information” is defined in Section 13.20 hereof.

“Interest Option” means, at the Borrower’s option, each of the LIBOR RateRFR and the Alternate Base Rate.

“Interest Payment Date” means (a) with respect to any Alternate Base Rate Loan, the first Business Day of each calendar quarter for the preceding calendar quarter, (b) with respect to any LIBOR Rate Loan based on Daily LIBORSimple RFR Loan, the first Business Day of each calendar month for the preceding calendar month, and (c) with respect to any LIBOR RateTerm RFR Loan which is not based on Daily LIBOR, the earlier to occur of (i) last day of the Interest Period applicable to the Borrowing of which such Loan is a part, or (ii) in the event the Interest Period of such Loan is greater than three months, the first Business Day of the calendar quarter for the preceding calendar quarter during the Interest Period applicable to the Borrowing of which such Loan is a part.

“Interest Period” means, with respect to any LIBOR RateTerm RFR Loan, a period commencing:

(a)on the borrowing date of such LIBOR RateTerm RFR Loan, as applicable; or

(b)on the termination date of the immediately preceding Interest Period in the case of a continuation of a LIBOR RateTerm RFR Loan to a successive Interest Period as described in Section 2.03 hereof, and ending (x) with respect to any LIBOR Loan based on Daily LIBOR, the next following Interest Payment Date, and (y) with respect to any LIBOR Loan which is not based on Daily LIBOR, one month, two months or three months thereafter, each as the Borrower shall elect in accordance with Section 2.03 hereof, or such other period permitted by the Administrative Agent, in its sole and absolute discretion; provided, however, that:

(i)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (i) above, end on the last Business Day of a calendar month; and

(iii)if the Interest Period would otherwise end after the Stated Maturity Date, such Interest Period shall end on the Stated Maturity Date.

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

“Investment” means a “Portfolio Investment” as defined in the Borrower’s Operative Documents.

“Investment Period” has the meaning set forth in the Borrower’s Operative Documents.

“Investment Period Termination Date” means the date when the Investment Period will expire or terminate in accordance with the terms of the Borrower’s Operative Documents.

“Investment Suspension Event” means at any time during the Investment Period, any suspension of the Investment Period under any applicable Operative Documents.

“Investor” means any Person that has a Subscribed Interest in a Borrower, in each case all such Persons to be listed on the Borrowing Base Certificate.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Request for Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Letter of Credit Issuer and the Borrower or in favor of the Letter of Credit Issuer and relating to any such Letter of Credit.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“Legal Reservations” means Debtor Relief Laws and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

“Lender” means each lending institution listed on the signature pages hereof, each lending institution that becomes a Lender hereunder pursuant to Section 13.12 hereof or otherwise, and “Lenders” means more than one Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender (or an Affiliate of such Lender) described as such in such Xxxxxx’s administrative questionnaire delivered to Administrative Agent, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means a standby letter of credit issued by the Letter of Credit Issuer pursuant to Section 2.08 either as originally issued or as the same may, from time to time, be amended or otherwise modified or extended.

“Letter of Credit Application” means an application and agreement for standby letter of credit by and between Borrower and the Letter of Credit Issuer in a form acceptable to the Letter of Credit Issuer (and customarily used by it in similar circumstances) and conformed to the terms of this Credit Agreement, either as originally executed or as it may from time to time be supplemented, modified, amended, renewed, or extended; provided, however, to the extent that the terms of such Letter of Credit Application are inconsistent with the terms of this Credit Agreement, the terms of this Credit Agreement shall control.

“Letter of Credit Expiration Date” means the day that is the earlier of: (a) thirty (30) days prior to the Stated Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day); or (b) the date upon which Administrative Agent declares the Obligations due and payable after the occurrence of an Event of Default.

“Letter of Credit Issuer” means SMBC in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“Letter of Credit Liability” means the Dollar Equivalent of the aggregate amount of the undrawn face amount of all outstanding Letters of Credit plus the amount drawn under Letters of Credit for which the Letter of Credit Issuer and the Lenders, or any one or more of them, have not yet received payment or reimbursement (in the form of a conversion of such liability to Loans, or otherwise) as required pursuant to Section 2.08 hereof, including, without limitation, all L/C Borrowings. For all purposes of this Credit Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, or because a pending drawing submitted on or before the expiration date of such Letter of Credit has not yet been honored, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Letter of Credit Sublimit” means, at any time, the Dollar Equivalent of twenty percent (20%) of the Available Commitment at such time.

“LIBOR Floor” means 0.00%.

“LIBOR Quoted Currency” means each of the following currencies: Dollars; Euro and Sterling; in each case as long as there is a published LIBOR rate with respect thereto.

“LIBOR Rate” means, at the option of the Borrower, either:

(a) Daily LIBOR (which, for the avoidance of doubt, shall be determined on each Business Day in accordance with the definition thereof and shall only be available for Loans denominated in Dollars);

(b) with respect to any LIBOR Rate Loan not based on Daily LIBOR for any Interest Period or an Alternate Base Rate Loan, in each case, denominated in any LIBOR Quoted Currency, calculated at such rate, the rate per annum equal to the sum of (a) the Applicable Margin plus (b) the greater of (i) the LIBOR Floor or (ii) the rate per annum equal to the quotient obtained by dividing: (x) the rate for Dollar deposits as set by the ICE Benchmark Administration (or the successor thereto if the ICE Benchmark Administration is no longer making a London Interbank Offered Rate available) (“ICE LIBOR”), as published by Reuters (or other commercially available source that is generally recognized or accepted by the global banking industry providing quotations of ICE LIBOR as designated by Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) London Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, by (y) one (1) minus the LIBOR Reserve Requirement for such LIBOR Rate Loan for such Interest Period; provided, however, if such rate is not available at such time for any reason, then the “LIBOR Rate” for such Interest Period shall be the rate per annum determined by Administrative Agent to be the rate at which deposits in the LIBOR Quoted Currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the LIBOR Rate Loan being made, continued or converted by Administrative Agent and with a term equivalent to such Interest Period would be offered by Administrative Agent’s London Branch (or other Administrative Agent branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m., London time, on the date of commencement of such Interest Period; or

LIBOR Rate Loans (other than LIBOR Rate Loans based on Daily LIBOR) may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an Alternative Currency must be LIBOR Rate Loans that are not based on Daily LIBOR.

“LIBOR Rate Loan” means a Loan made hereunder with respect to which the interest rate is calculated by reference to the LIBOR Rate for a particular Interest Period.

“LIBOR Reserve Requirement” means, at any time, the maximum rate at which reserves (including, without limitation, any marginal, special, supplemental, or emergency reserves) are required to be maintained under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) by member banks of the Federal Reserve System against “Eurocurrency liabilities” (as such term is used in Regulation D). Without limiting the effect of the

foregoing, the LIBOR Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to: (a) any category of liabilities which includes deposits by reference to which ICE LIBOR is to be determined; or (b) any category of extensions of credit or other assets which include LIBOR Rate Loans or Alternate Base Rate Loans bearing interest based off ICE LIBOR. ICE LIBOR shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Requirement. Each determination by the Administrative Agent of the LIBOR Reserve Requirement shall, in the absence of manifest error, be conclusive and binding.

“Lien” means any lien, mortgage, charge, security interest, tax lien, pledge, encumbrance, or conditional sale or title retention arrangement, or any other interest in property designed to secure the repayment of indebtedness, whether arising by agreement or under common law, any statute or other law, contract, or otherwise.

“Loan” means an extension of credit by a Lender to the Borrower hereunder in the form of an Alternate Base Rate Loan or a LIBOR Ratean RFR Loan, and “Loans” means the plural thereof.

“Loan Documents” means this Credit Agreement, the Notes (including any renewals, extensions, re-issuances and refundings thereof), each Letter of Credit Application, each of the Collateral Documents, each Assignment and Assumption Agreement and such other agreements and documents, and any amendments or supplements thereto or modifications thereof, executed or delivered pursuant to the terms of this Credit Agreement or any of the other Loan Documents and any additional documents delivered in connection with any such amendment, supplement or modification.

“Loan Notice” means, as the case may be, a notice of: (a) a Borrowing; (b) a conversion of Loans from one Type of Loan to the other; or (c) a continuation of LIBOR RateRFR Loans, pursuant to Section 2.03(e), which, if in writing, shall be substantially in the form of Exhibit C.

“London Business Day” means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market.

“Management Fee” shall have the meaning provided in the Operative Documents.

“Mandatory Prepayment” shall have the meaning assigned to such term in Section 2.01(d).

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Maryland Division” means with respect to any corporation incorporated under the laws of the State of Maryland, the statutory division of such corporation into two or more corporations pursuant to the Maryland General Corporation Law.

“Material Adverse Effect” means a material adverse effect on: (a) financial condition of the Borrower; (b) the ability of the Borrower to perform its obligations under this Credit Agreement or any of the other Loan Documents; (c) the validity or enforceability of this Credit Agreement, any of the other Loan Documents, the rights and remedies of the Administrative Agent hereunder or thereunder taken as a whole or enforceability of the obligations of the Borrower; (d) the obligation or the liability of the Borrower to fulfill its obligations under its Constituent Documents; or (e) the ability of the Investors (or applicable Sponsors, Responsible Parties or Credit Providers) to perform their obligations under the Constituent Documents of the Borrower, the Subscription Agreements, the Side Letters or any credit support documents, as applicable.

“Material Potential Default” means a Potential Default under Section 11.01(a) or Section 11.01(h).

“Maturity Date” means the earliest of: (a) the Stated Maturity Date; (b) the date upon which the Administrative Agent declares the Obligations due and payable after the occurrence and during the

continuance of an Event of Default; (c) the date of the occurrence of an Event of Default pursuant to Section 11.01(g) or Section 11.01(h), (d) the date upon which the Borrower terminates the Commitments pursuant to Section 3.06 hereof or otherwise; or (e) forty-five (45) days prior to any Capital Call Termination Event (which shall include, without limitation, an Exchange Listing).

“Maximum Commitment” means an amount equal to the Dollar Equivalent of the aggregate Commitments of the Lenders, as such amount may be increased pursuant to Section 2.16, or reduced pursuant to Section 3.06.

“Maximum Rate” means, on any day, the highest rate of interest (if any) permitted by applicable law on such day.

“Memorandum” means that certain Amended and Restated Confidential Private Placement Memorandum, dated as of June 4, 2020.

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto.

“Non-Rated Included Investor” means any Investor that does not, or whose Credit Provider, Sponsor, or Responsible Party does not meet the Applicable Requirement and is approved by the Administrative Agent and all Lenders as an Included Investor.

“Notes” means the promissory notes provided for in Section 3.01 hereof, and all promissory notes delivered in substitution or exchange therefor, as such notes may be amended, restated, reissued, extended or modified; and “Note” means any one of the Notes.

“Notice of Investment Suspension Event” is defined in Section 9.04.

“Obligations” means all present and future indebtedness, obligations, and liabilities of the Borrower to any Secured Party, and all renewals and extensions thereof, or any part thereof (including, without limitation, Loans and Letter of Credit Liability), or any part thereof, arising pursuant to this Credit Agreement (including, without limitation, the indemnity provisions hereof) or represented by the Notes and each Letter of Credit Application, and all interest accruing thereon, and reasonable attorneys’ fees incurred in the enforcement or collection thereof, regardless of whether such indebtedness, obligations, and liabilities are direct, indirect, fixed, contingent, joint, several, or joint and several; together with all indebtedness, obligations, and liabilities of the Borrower to the Lenders evidenced or arising pursuant to any of the other Loan Documents, and all renewals and extensions thereof, or any part thereof.

“OFAC” is defined in Section 8.24 hereof.

“Operating Company” means an “operating company” within the meaning of the Plan Assets Regulation.

“Operating Company Opinion” means a written opinion of counsel to the Borrower as to the status of the Borrower as an Operating Company.

“Operative Documents” means, with respect to the Borrower, its Charter and Bylaws, the Advisory Agreement, the Administration Agreement, the Memorandum and the form Subscription Agreement attached as Exhibit N hereto.

“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 Xxxxxx 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 Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, performance, registration or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 13.14).

“Overnight Rate” means for any day: (a) with respect to any amount denominated in Dollars, the greater of: (i) the Federal Funds Rate and (ii) an overnight rate determined by Administrative Agent, in the case of the foregoing in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of SMBC in the applicable offshore interbank market for such currency to major banks in such interbank market.

“Participant” is defined in Section 13.12(e) hereof.

“Participant Register” is defined in Section 13.12(e) hereof.

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Patriot Act” is defined in Section 13.21.

“Payment Recipient” has the meaning provided in Section 12.12(a).

“Pending Capital Call” means any Capital Call that has been made upon the Investors and that has not yet been funded by the applicable Investor, but with respect to which such Investor is not in default.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Distributions” means, without duplication, (a) distributions required to maintain the status of Borrower as a “regulated investment company” under the Internal Revenue Code and (b) distributions required to avoid federal income and excise taxes imposed by Section 4982 of the Internal Revenue Code.

“Permitted Lien” means (i) non-consensual tax liens, if any, imposed on the property of any Person by any Governmental Authority not yet delinquent or being contested in good faith by appropriate proceedings as long as such Person has set aside on its books adequate reserves with respect thereto in accordance with Generally Accepted Accounting Principles and (ii) bankers’ liens in favor of the depository at which any Collateral Account is held which arise as a matter of law or under the terms of the related account or control agreement with such depository, (iii) any lien in favor of First Republic Bank granted by an Excluded Investor in connection with a loan agreement between such Excluded Investor and First Republic Bank pursuant to which First Republic Bank provides financing for such Excluded Investor’s Capital Contributions, and (iv) any lien granted by an Excluded Investor in connection with such Excluded Investor’s pledge of its Common Shares.

“Person” means an individual, sole proprietorship, joint venture, association, trust, estate, business trust, corporation, limited liability company, non-profit corporation, partnership, exempted limited partnership, sovereign government or agency, instrumentality, or political subdivision thereof, or any similar entity or organization.

“Plan” means: (a) any plan, including single employer and multi-employer plans to which Section 4021(a) of ERISA applies; or (b) any retirement medical plan (other than as required by Part 6 of subtitle B of Title I of ERISA), each as established or maintained for: (i) employees of the Borrower; or (ii) any member of the Controlled Group to which Section 4021(a) of ERISA applies.

“Plan Asset Notice” means a notice delivered by the Borrower to the ERISA Investors with respect to the treatment of Borrower’s assets as Plan Assets.

“Plan Asset Opinion” means an opinion of counsel to the effect that there is a reasonable likelihood that the assets of the Borrower constitute “plan assets” of such ERISA Investor for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code or Similar Law.

“Plan Asset Regulation” means 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA.

“Plan Assets” means “plan assets” within the meaning of the Plan Asset Regulation.

“Potential Default” means any condition, act, or event which, with the giving of notice or lapse of time or both, would become an Event of Default.

“Prime Rate” means, on any day, the prime rate in effect on or most recently prior to each Interest Payment Date as published in the Money Rate section of the New York Edition of The Wall Street Journal or, if no such rate is published therein, the rate of interest per annum then most recently established by SMBC as its “prime rate” charged to similarly situated borrowers. Any such rate is a general reference rate of interest, may not be related to any other rate, and may not be the lowest or best rate actually charged by SMBC to any customer or a favored rate and may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and SMBC may make various business or other loans at rates of interest having no relationship to such rate. Any change in such prime rate announced by SMBC shall take effect at the opening of business on the day specified in the public announcement of such change.

“Principal Obligation” means the Dollar Equivalent amount of the sum of: (a) the aggregate outstanding principal amount of the Loans; plus (b) the Letter of Credit Liability.

“Pro Rata Share” means, with respect to each Lender, the percentage obtained from the fraction: (a)(i) the numerator of which is the Commitment of such Lender; and (ii) the denominator of which is the aggregate Commitments of all Lenders; or (b) in the event the Commitments are zero (0): (i) the numerator of which is the Principal Obligation outstanding with respect to such Lender; and (ii) the denominator of which is the total Principal Obligation outstanding.

“Property” means any real property, improvements thereon and any leasehold or similar interest in real property which is owned, directly or indirectly, by Borrower, or secures any investment of the Borrower.

“Rated Investor” means any Investor that has a Rating (or that has a Credit Provider, Sponsor, or Responsible Party that has a Rating).

“Rating” means, for any Person, its senior unsecured debt rating (or equivalent thereof, such as, but not limited to, a corporate credit rating, issuer rating/insurance financial strength rating (for an insurance company), general obligation rating (for a governmental entity), or revenue bond rating (for an educational institution)) from either of S&P or Moody’s.

“Recipient” means (a) the Administrative Agent or (b) any Lender.

“Reference Time” means, with respect to any setting of a then-current Benchmark, the time determined by the Administrative Agent in its reasonable discretion.

“Register” is defined in Section 13.12(d) hereof.

“Regulation D,” and “Regulation U,” means Regulation D or U, as the case may be, of the Board of Governors of the Federal Reserve System, from time to time in effect, and shall include any successor or other regulation relating to reserve requirements or margin requirements, as the case may be, applicable to member banks of the Federal Reserve System.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching, or migration of Hazardous Materials into the environment, or into or out of any Property, including the movement of any Hazardous Material through or in the air, soil, surface water, groundwater, of any Property.

“Relevant Governmental Body” means (a) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto and (b) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, any Alternative Currency, (1) the central bank for the currency in which such Obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working group or committee officially endorsed or convened by (A) the central bank for the currency in which such Obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, (B) any central bank or other supervisor that is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof.

“Request for Borrowing” means, (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, and (b) with respect to an L/C Credit Extension, the related Request for Letter of Credit and Letter of Credit Application.

“Request for Letter of Credit” means a request for the issuance of a Letter of Credit substantially in the form of Exhibit D hereto.

“Required Lenders” means: (a) if there is more than one (1) Lender, then two (2) Lenders (other than Defaulting Lenders) holding an aggregate Pro Rata Share of more than fifty percent (50%) of the aggregate Commitments of all Lenders (other than Defaulting Lenders); or (b) at any time that the Available Commitment is zero (0), if there is more than one (1) Lender, then two (2) Lenders (other than Defaulting Lenders) owed an aggregate Pro Rata Share of more than fifty percent (50%) of the Principal Obligation outstanding and payable to all Lenders (other than Defaulting Lenders) at such time.

“Required Payment Time” means, (a) to the extent funds are available in the Collateral Account or another account maintained by Borrower, no later than two (2) Business Days after demand, or (b) to the extent that it is necessary for the Borrower to issue Capital Call Notices to fund a required payment, within fifteen (15) Business Days of demand; provided, that the Borrower shall issue such Capital Call Notices and the Borrower shall make such payment promptly after the related Capital Contributions are received).

“Required Report” means the annual financial statements or equivalent of an Included Investor to the extent not publicly available or otherwise available to the Administrative Agent.

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

“Responsible Officer” means: (a) in the case of a corporation or exempted company, its president or any vice president, director or any other officer or the equivalent thereof (other than a

secretary or assistant secretary), and, in any case where two Responsible Officers are acting on behalf of such corporation or exempted company, the second such Responsible Officer may be the chief financial officer, treasurer, secretary or assistant secretary or the equivalent thereof; (b) in the case of a limited partnership or an exempted limited partnership, an officer or director of its general partner or an officer or director of an entity that has authority to act on behalf of such general partner, acting on behalf of the general partner in its capacity as general partner of such limited partnership or exempted limited partnership; and (c) in the case of a limited liability company, an officer of such limited liability company or, if there is no officer, a manager, director or managing member, or the individual acting on behalf of such manager or managing member, in its capacity as manager or managing member of such limited liability company, or in each case such other authorized officer or signatory who has the power to bind such corporation, limited partnership, exempted limited partnership, limited liability company or any other Person who has provided documentation evidencing such authority. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

“Responsible Party” means, for any Governmental Plan Investor: (a) if the state or political subdivision under which the Governmental Plan Investor operates is obligated to fund the Governmental Plan Investor and is liable to fund any shortfalls, the state or political subdivision, as applicable; and (b) otherwise, the Governmental Plan Investor itself.

“Revaluation Date” means: with respect to any Loan, each of the following: (i) each date of a Borrowing of a LIBOR RateRFR Loan denominated in an Alternative Currency, (ii) each date of a continuation of a LIBOR RateRFR Loan denominated in an Alternative Currency pursuant to Section 2.03, (iii) each date that is one (1) month following the last Revaluation Date, and (iv) such additional dates as Administrative Agent shall reasonably determine or the Required Lenders shall reasonably require.

“RFR” means the Daily Simple RFR or the Term RFR, as applicable.

“RFR Loan” means a Daily Simple RFR Loan or a Term RFR Loan, as the context may require.

“S&P” means Standard & Poor’s Rating Services, a division of the McGraw & Hill Companies, Inc. and any successor thereto.

“Same Day Funds” means: (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by Administrative Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“Sanctioned Country” means a country or territory subject to comprehensive Sanctions (currently, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means a Person (a) named in any Sanctions-related list maintained by the U.S. Department of State; the U.S. Department of Commerce, including the Bureau of Industry and Security’s Entity List and Denied Persons List; or the U.S. Department of the Treasury, including the OFAC Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, and the Foreign Sanctions Evaders List; or any similar list maintained by the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant Governmental Authority, (b) a person operating, organized or resident in a Sanctioned Country, (c) otherwise the target of Sanctions, or (d) owned or controlled by any such Person described in the foregoing clauses (a)-(c).

“Sanctions” means any economic or financial sanctions, trade embargoes or similar measures enacted, administered or enforced by a United States Governmental Authority (including, without limitation, OFAC, the U.S. Department of State and the U.S. Department of Commerce), the United

Nations Security Council, the European Union, Her Majesty’s Treasury, Japan or other relevant sanctions authority.

“Secured Parties” means the Administrative Agent, the Lenders, the Letter of Credit Issuer and each Indemnitee.

“Security Agreement” means a security agreement substantially in the form of Exhibit F, executed and delivered by the Borrower to the Administrative Agent for the benefit of the Secured Parties.

“Side Letter” means any letter, agreement or other documentation between an Investor and Borrower that modifies any of the obligations, liabilities, rights or undertakings by the Investor under its Subscription Agreement or under any Constituent Documents of the Borrower.

“Side Letter Certificate” means the certificate in substantially the form of Exhibit J attached hereto certifying the full and complete list of all Side Letters by and between the Investors and the Borrower in effect as of the date hereof.

“Similar Law” means any United States federal, state or local law, or non-U.S. law or regulation that could cause the underlying assets of Borrower to be treated as assets of a Governmental Plan Investor by virtue of its investment in Subscribed Interests and thereby subject the Borrower (or other persons responsible for the investment of the Borrower assets or operation of the Borrower) to laws, regulations or rules that are similar to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code.

“SMBC” is defined in the preamble to this Credit Agreement.

“SOFR” with respect to any daymeans a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the (or a successor administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Websitesecured overnight financing rate).

“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America, Europe or the European Union.

“Sponsor” of an ERISA Investor means a sponsor as that term is understood under XXXXX, specifically, the entity that established the plan and is responsible for the maintenance of the plan and, in the case of a plan that has a sponsor and participating employers, the entity that has the ability to amend or terminate the plan.

“Spot Rate” for a currency means the rate determined by Administrative Agent, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that Administrative Agent may obtain such spot rate from another financial institution designated by Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

“Stated Maturity Date” means September 108, 2021; subject to any extension of such date permitted under and in accordance with Section 2.15 hereof.

“Sterling” and “£” mean the lawful currency of the Xxxxxx Xxxxxxx0000.

“Sub-Adviser” means Xxxxxxxxx Asset Management LLC.

“Subordinated Claims” means, with respect to Investors, Borrower, Administrator or Adviser, all debts and liabilities between or among any two or more of such Persons, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of such Person or Persons thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by the Borrower (including, without limitation, by setoff pursuant to the terms of any applicable agreement). Subordinated Claims shall include without limitation (i) all rights and claims of the Borrower against an Investor under the applicable Operative Documents or the Subscription Agreements and (ii) fees and other expense reimbursements due to the Administrator, Adviser and Investors.

“Subscribed Interest” means the obligation of an Investor to purchase Common Shares pursuant to its Subscription Agreement up to the amount of its Unfunded Commitment.

“Subscription Agreement” means a subscription agreement (or equivalent document) executed by an Investor in connection with the subscription for Subscribed Interests in the Borrower.

“Subsequent Investor” is defined in Section 10.05(f) hereof.

“Subsequent Lender” is defined in Section 2.16(a) hereof.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract” means: (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement; and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts: (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s); and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under: (a) a so-called synthetic, off-balance sheet or tax retention lease; or (b) an agreement for the use or possession of

property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including any backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term RFR” means, for any Interest Period, a rate per annum equal to Adjusted Term SOFR.

“Term RFR Loan” means a Loan that bears interest at a rate based on Term RFR other than pursuant to clause (ii) of the definition of “Alternate Base Rate”.

“Term SOFR” means the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term SOFR Determination Day.

“Term SOFR Adjustment” means ten (10) basis points (0.10%).

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“TIAA” means Teachers Insurance and Annuity Association of America.

“Type of Loan” means any type of Loan (i.e., an Alternate Base Rate Loan or LIBOR RateRFR Loan).

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

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Administrative Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a U.S. jurisdiction other than the State of New York, the term “UCC” and “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of

the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

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

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

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Unfunded Commitment” means, with respect to any Investor at any time, the Capital Commitment of such Investor, minus the aggregate Capital Contributions made by such Investor, but “Unfunded Commitment” shall not include that portion of an Investor’s Capital Commitment that is, at such time, subject to a Pending Capital Call; and collectively of all Investors, the “Unfunded Commitments”.

“Unreimbursed Amount” is defined in Section 2.08(c)(i) hereof.

“Withholding Agent” means the Administrative Agent and the Borrower.

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

1.01Other Definitional Provisions. All terms defined in this Credit Agreement shall have the above-defined meanings when used in the Notes or any other Loan Documents or any certificate, report or other document made or delivered pursuant to this Credit Agreement, unless otherwise defined in such other document.

(a)Defined terms used in the singular shall import the plural and vice versa.

(b)The words “hereof,” “herein,” “hereunder,” and similar terms when used in this Credit Agreement shall refer to this Credit Agreement as a whole and not to any particular provisions of this Credit Agreement.

(c)Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(d)The term “including” is by way of example and not limitation and shall be deemed to be followed by “without limitation” unless in fact followed by “without limitation” or a similar term.

(e)The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(g)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Credit Agreement or any other Loan Document.

(h)Any reference to any agreement or document shall mean such agreement or document as amended, restated, supplemented or otherwise modified from time to time pursuant to its terms, unless otherwise specified herein, and subject to any restrictions on any such modifications pursuant hereto.

(i)Any reference to any statute, rule, law or regulation shall mean such statute, rule, law or regulation as from time to time in effect, unless otherwise specified herein.

1.02Times of Day. Unless otherwise specified in the Loan Documents, time references are to time in New York, New York.

1.03Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor (at the time specified therefor in such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of such Letter of Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit).

1.04Accounting Terms. All accounting terms not specifically or completely defined herein or in any other Loan Document shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing the audited financial statements required by Section 9.01(a), except as otherwise specifically prescribed herein.

1.05UCC. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

1.06Interest Rate. The Administrative Agent will notify Borrower, pursuant to Section 4.03, of any change to the reference rate upon which the interest rate on Loans is based. However, the Administrative Agent does not warrant, nor or accept any responsibility for, norand shall the Administrative Agentnot have any liability with respect to, (i) the continuation of, administration of, submission of, or any other matter related to the secured overnight financing rate, the rates in the definition of “LIBOR Rate”Term SOFR”, “Daily Simple SOFR” or any Benchmark or any component definition thereof or with respect to any rate that is an alternative, successor or replacement for comparable or successor rate thereto to(including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including, without limitation, any Benchmark Replacement), as it may or the effect of any of the foregoing, ormay not be adjusted pursuant to Section 4.03, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes, or (iii) the calculation of the secured overnight financing rate, the rates in the definition of “Term SOFR”, “Daily Simple SOFR” or any Unadjusted Benchmark Replacement or any component thereof or with respect to any alternative, successor or replacement rate thereto. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of a Benchmark, any alternative, successor or

replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

1.07Exchange Rates; Currency Equivalents.

(a)Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Borrowings and Principal Obligations denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by Administrative Agent.

(b)Wherever in this Credit Agreement in connection with a Borrowing, conversion, continuation or prepayment of a LIBOR RateRFR Loan, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, LIBOR RateRFR Loan is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by Administrative Agent.

(c)Administrative Agent does not warrant, nor accept responsibility for, nor shall Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBOR RateRFR” herein or with respect to any comparable or successor rate thereto.

1.08Additional Alternative Currencies.

(j)Borrower may from time to time request that LIBOR RateRFR Loans be made in a currency other than those specifically listed in the definition of “Alternative Currency” herein, provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of LIBOR RateRFR Loans, such request shall be subject to the approval of Administrative Agent and Lenders, which approval shall be in their sole discretion.

(k)Any such request shall be made to Administrative Agent not later than 11:00 a.m., fifteen (15) Business Days prior to the date of the desired Borrower (or such other time or date as may be agreed by Administrative Agent). In the case of any such request pertaining to LIBOR RateRFR Loans, Administrative Agent shall promptly notify each Lender thereof. Each Lender (in the case of any such request pertaining to LIBOR RateRFR Loans) shall notify Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its reasonable discretion, to the making of LIBOR RateRFR Loans in such requested currency.

(l)Any failure by a Lender to respond to such request within the time period specified in Section 1.09(b) shall be deemed to be a refusal by such Lender to permit LIBOR RateRFR Loans to be made in such requested currency. If Administrative Agent and all the Lenders consent to making LIBOR RateRFR Loans in such requested currency, Administrative Agent shall so notify Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any LIBOR RateRFR Loans. If

Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.09, Administrative Agent shall promptly so notify Borrower.

1.10Change of Currency.

(a)Each obligation of Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Credit Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbankUnited States deposit market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any LIBOR RateRFR Loan in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b)Each provision of this Credit Agreement shall be subject to such reasonable changes of construction as Administrative Agent and the Borrower may, from time to time, acting reasonably, agree upon in order to reflect (i) the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro, and (ii) a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

2.LOANS AND LETTERS OF CREDIT.

2.01The Commitment.

(c)Committed Amount. Subject to the terms and conditions herein set forth, the Lenders agree, during the Availability Period: (i) to extend to the Borrower a revolving line of credit, and (ii) to participate in Letters of Credit issued by the Letter of Credit Issuer for the account of the Borrower.

(d)Limitation on Borrowings. Notwithstanding anything to the contrary herein contained, the Lenders shall not be required to advance any Borrowing, conversion or continuation hereunder, or cause an L/C Credit Extension hereunder, if:

(i)after giving effect to such Borrowing, conversion or continuation, or L/C Credit Extension: (A) the Principal Obligation would exceed the Available Commitment; (B) solely in the case of an L/C Credit Extension, the Letter of Credit Liability would exceed the Letter of Credit Sublimit; or (C) the Alternative Currency Liability would exceed the Alternative Currency Sublimit;

(ii)an Investment Suspension Event shall have occurred and is continuing;

(iii)the Borrower has delivered to: (A) the Administrative Agent a notice that indicates that it reasonably believes that the assets of Borrower constitute Plan Assets or (B) an Investor a Plan Asset Notice;

(iv)any portion of such loan(s) shall be used for an investment in a Sanctioned Country or Sanctioned Person;

(v)the conditions precedent for such Borrowing or for the issuance of such Letter of Credit in Section 7.02 have not been satisfied; or

(vi)an Event of Default or a Potential Default exists.

(e)Exclusion Events. If any of the following events (each, an “Exclusion Event”) shall occur with respect to any Included Investor or, if applicable, the Sponsor, Responsible Party, or Credit Provider of such Included Investor, as applicable (such Investor hereinafter referred to as a “Defaulting Investor”), whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, then such Investor shall no longer be an Included Investor until such time as provided in the definition of “Included Investor”:

(i)such Investor (or its Sponsor, Responsible Party or Credit Provider, as applicable) shall: (A) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of itself or of all or a substantial part of its assets; (B) file a voluntary petition as debtor in bankruptcy or admit in writing that it is unable to pay its debts as they become due; (C) make a general assignment for the benefit of creditors; (D) file a petition or answer seeking reorganization or an arrangement with creditors or take advantage of any Debtor Relief Laws; (E) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding; or (F) take any personal, partnership, limited liability company, corporate or trust action, as applicable, for the purpose of effecting any of the foregoing;

(ii)an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking such Investor’s (or its Sponsor’s, Responsible Party’s or Credit Provider’s, as applicable) reorganization or appointing a receiver, custodian, trustee, intervenor or liquidator of such Person or of all or substantially all of its assets, or an order for relief shall be entered in respect of such Person in a proceeding under the Bankruptcy Code of the United States;

(iii)any final judgment(s) for the payment of money which in the aggregate exceed fifteen percent (15%) of the net worth of such Investor (or its Sponsor, Responsible Party or Credit Provider, as applicable) shall be rendered against such Person, and such judgment or judgments shall not be satisfied, discharged, stayed and fully bonded over or otherwise actually fully covered by any applicable insurance policies at least ten (10) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgment;

(iv)such Investor (or its Sponsor, Responsible Party or Credit Provider) shall repudiate, challenge, or declare unenforceable its obligation to make contributions to the capital the Borrower pursuant to its Capital Commitment or a Capital Call Notice; shall otherwise disaffirm any material provision of its Subscription Agreement, or the Operative Documents; or its material obligations under any of such documents shall be or become unenforceable;

(v)such Investor (or its Sponsor, Responsible Party or Credit Provider) shall fail to make a contribution to the capital of the Borrower, as applicable, within ten (10) Business Days of the date when initially due (without regard to any grace, notice or cure period contained in the Side Letter or any other Constituent Document of the Borrower);

(vi)any material representation or warranty made under its Subscription Agreement or the applicable Operative Documents shall prove to be untrue or inaccurate in any material respect, as of the date on which such representation or warranty is made, in each case, except to the extent such representation or warranty expressly relates to any earlier date, in which case such representation or warranty shall have been true and correct as of such date, and, to the extent curable, such breach shall continue uncured for a period equal to the lesser of (A) to the extent such cure period exists in the Operative Documents, the applicable cure period under the applicable Subscription Agreement or Operative Documents or (B) twenty (20) days after the earlier to occur of (x) the

Borrower obtaining knowledge thereof or (y) written notice of such breach from Administrative Agent to Borrower;

(vii)such Investor shall transfer or withdraw its Subscribed Interests; provided that if less than all of such Investor’s Subscribed Interest has been transferred or withdrawn, only the transferred or withdrawn portion shall be excluded from the calculation of the Available Commitment;

(viii)default shall occur in the performance by it of any of the material covenants or agreements contained in its Subscription Agreement, or the Operative Documents (except, in each case, as otherwise specifically addressed in this Section 2.01(c), in which case no grace period beyond any provided for herein shall apply), and such default, if non-monetary, shall continue uncured for a period equal to the lesser of (A) to the extent such cure period exists in the Operative Documents, the applicable cure period under the applicable Subscription Agreement or Operative Documents or (B) twenty (20) days after the earlier to occur of (x) the Borrower obtaining knowledge thereof or (y) written notice of such breach from Administrative Agent to Borrower;

(ix)in the case of each Rated Investor that is an Included Investor pursuant to clause (a)(i)(A) or (b)(i) of the definition thereof, such Investor (or its Sponsor, Responsible Party or Credit Provider) shall fail to maintain its Applicable Requirement as required in the definition of Applicable Requirement in Section 1 hereof;

(x)such Investor’s Capital Commitment or a Capital Contribution is suspended, cancelled, excused, reduced, terminated or abated by the Borrower (including, for the avoidance of doubt, any excuse of such Investor’s Capital Contribution relating to a particular investment as permitted by the applicable Operative Documents or Side Letter); provided that to the extent such suspension, excuse, cancellation, reduction, termination or abatement relates solely to a portion of such Investor’s Unfunded Commitment, only such suspended, cancelled, reduced, excused, terminated or abated portion shall be excluded from the calculation of the Available Commitment;

(xi)the Borrower shall receive notice from the Administrative Agent of the occurrence of any circumstance or event which, in the reasonable discretion of the Administrative Agent: (A) would reasonably be expected to have a material and adverse effect on the ability of such Investor (or its Sponsor, Responsible Party or Credit Provider) to satisfy its obligations to timely fund Capital Contributions, or (B) would reasonably be expected to impair, impede, or jeopardize the obligation and the liability of, or enforceability thereof with respect to, such Investor to fulfill its obligations under the applicable Operative Documents;

(xii)if such Investor is an ERISA Investor, the Borrower shall have delivered a Plan Asset Notice to such Investor;

(xiii)if such Investor is an ERISA Investor, a Plan Asset Opinion shall have been delivered by such Investor to the Borrower;

(xiv)in the case of each Non-Rated Included Investor, it shall fail to maintain a net worth (determined in accordance with Generally Accepted Accounting Principles), measured at the end of each fiscal year of such Investor, of at least seventy-five percent (75%) of the net worth of such Investor as of the fiscal year which ended immediately prior to the time of its designation as an Included Investor;

(xv)Borrower fails to deliver to the Administrative Agent (A) the Required Report for any Investor within one-hundred twenty (120) days following the end of the applicable fiscal year of such Investor or (B) with respect to any Rated Investor, such Investor’s Rating information within ten (10) days after written request by the Administrative Agent;

(xvi)such Investor becomes a Sanctioned Person, or, to the Borrower’s or Administrative Agent’s knowledge, such Investor’s funds to be used in connection with funding Capital Calls are derived from illegal or suspicious activities or activities in violation of AML Laws;

(xvii)such Investor’s Sponsor, Credit Provider or Responsible Party, as applicable, shall disclaim in writing its material obligations under any Credit Link Document provided by such Sponsor, Credit Provider or Responsible Party; or

(xviii)without the approval of all Lenders, such Investor pledges or otherwise grants a security interest or Lien on such Investor’s Subscribed Interest in the Borrower.

(f)Mandatory Prepayment.

(vii)Excess Loans Outstanding. If, on any day, the Principal Obligation exceeds the Available Commitment (such an event, a “Borrowing Base Deficiency”, including, without limitation, as a result of an Exclusion Event), then the Borrower shall pay on demand (a “Mandatory Prepayment”) such excess to Administrative Agent, for the benefit of the Lenders, in Same Day Funds (except to the extent any such excess is addressed by Section 2.01(d)(iii)): (A) promptly on demand (but in no event later than two (2) Business Days after such demand), to the extent such funds are available in the Collateral Account; or (B) within fifteen (15) Business Days of demand to the extent that it is necessary for the Borrower to issue Capital Call Notices to fund such required payment (and the Borrower shall issue such Capital Call Notices during such time to the extent it has not already issued a Capital Call sufficient to cure such Borrowing Base Deficiency, and Borrower shall pay such excess promptly after the Capital Contributions relating to such Capital Call Notice are received).

(viii)Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Issuer Documents related thereto, whether or not such maximum face amount is in effect at such time.

(ix)Excess Letters of Credit Outstanding. If any excess calculated pursuant to Section 2.01(d)(i) is attributable to undrawn Letters of Credit, then the Borrower shall Cash Collateralize the Letter of Credit Liability in the amount of such excess, when required pursuant to the terms of Section 2.01(d)(i). Unless otherwise required by law, upon: (A) a change in circumstances such that such excess no longer remains outstanding; or (B) upon the full and final payment of the Obligations, Administrative Agent shall return to the Borrower any amounts remaining in said Collateral Account.

2.02Revolving Credit Commitment. Subject to the terms and conditions herein set forth, each Lender severally agrees, on any Business Day during the Availability Period, to make Loans in Dollars or in one or more Alternative Currencies to the Borrower at any time and from time to time in an aggregate principal amount not to exceed at any one time outstanding up to the Dollar Equivalent of such Xxxxxx’s Commitment at any such time; provided, however, that, after making any such Loans: (a) such Lender’s Pro Rata Share of the Principal Obligation would not exceed such Xxxxxx’s Commitment as of such date; (b) there would not exist a Borrowing Base Deficiency; and (c) the aggregate Alternative Currency Liability as of such date would not exceed the Alternative Currency Sublimit as of such date. Subject to the foregoing limitation, the conditions set forth in Section 7 and the other terms and conditions hereof, the Borrower may borrow, repay without penalty or premium, and re-borrow hereunder, during the Availability Period. Each Borrowing pursuant to this Section 2.02 shall be made ratably by the Lenders in proportion to each Lender’s Pro Rata Share of the Available Commitment. No Lender shall be obligated to fund any Loan if the interest rate applicable thereto under Section 2.06(a) hereof would exceed the Maximum Rate in effect with respect to such Loan.

2.03Borrowings, Conversions and Continuations of Loans.

(g)Request for Borrowing. Each Borrowing, each conversion of Loans from one Type of Loan to the other, and each continuation of LIBOR RateRFR Loans shall be made upon the Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone or by electronic mail pursuant to, and in accordance with the terms of this Credit Agreement. Each such notice must be received by Administrative Agent not later than 1:00 p.m. at least: (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBOR RateRFR Loans or of any conversion of LIBOR RateRFR Loans to Alternate Base Rate Loans; (ii) 10:00 a.m. at least three (3) Business Days (or four (4), in the case of borrowing of Loans denominated in Special Notice Currencies) prior to the requested date of any Borrowing of, conversion to or continuation of Loans denominated in Alternative Currencies; and (iii) 1:00 p.m. one (1) Business Day prior to the requested date of any Borrowing of Alternate Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Xxxxxxxx. Each Loan Notice (whether telephonic or written) shall specify: (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type of Loan to the other, or a continuation of LIBOR RateRFR Loans; (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (C) the principal amount of Loans to be borrowed, converted or continued; (D) the Type of Loans to be borrowed or to which existing Loans are to be converted; (E) if applicable, the duration of the Interest Period with respect thereto; (F) the currency of the Loans to be borrowed; and (G) to which account the proceeds of such Borrowing, conversion or continuation should be directed. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, LIBOR RateRFR Loans; provided, however, no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Any such automatic conversion to LIBOR RateRFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Alternate Base Rate Loans, it being understood that the Borrower may cause any Alternate Base Rate Loans to be converted to LIBOR RateTerm RFR Loans at the end of an Interest Period upon three (3) Business Days prior written notice, and subject to the requirements set forth in this Agreement. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 7.01 and 7.02 have been satisfied on and as of the date of the applicable Borrowing, conversion or continuation. Notwithstanding any term to the contrary contained herein, only Loans denominated in Dollars may be converted to Alternate Base Rate Loans.

(h)Additional Certification to be Submitted with Request for Borrowing.

(x)Together with each Request for Borrowing, the Borrower shall deliver: (A) a Borrowing Base Certificate, and (B) a certification stating that the Borrower has not delivered a Plan Asset Notice to any Investor nor has the Borrower received from an Investor a Plan Asset Opinion.

(i)Administrative Agent Notification of the Lenders. Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to Alternate Base Rate Loans or continuation of Loans denominated in a currency other than Dollars described in the preceding subsection (a).

(j)Tranches; Obligation to Fund. Notwithstanding anything to the contrary contained herein, (i) the Borrower shall not have the right to have more than twenty (20) LIBOR RateRFR Loans in the aggregate outstanding hereunder at any one time during the Availability Period, nor shall any Lender be obligated to fund any Loan if the interest rate applicable thereto

under Section 2.06(a) hereof would exceed the Maximum Rate in effect with respect to such Loan, and (ii) all Borrowings in an Alternative Currency must be a LIBOR RateRFR Loan.

(k)Continuations and Conversions of LIBOR RateRFR Loans. Except as otherwise provided herein, a LIBOR RateTerm RFR Loan may be continued or converted only on the last day of an Interest Period for such LIBOR RateTerm RFR Loan. During the existence of a Potential Default or an Event of Default, no Loans may be requested as or converted to LIBOR RateRFR Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding LIBOR RateTerm RFR Loans, in each case, denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. During the existence of an Event of Default, no Loans may be continued as LIBOR RateRFR Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders.

2.01Minimum Loan Amounts. Each Borrowing of, conversion to or continuation of LIBOR RateRFR Loans shall be in a principal amount that is an integral multiple of $100,000 and not less than $500,000, and each Borrowing of, conversion to or continuation of Alternate Base Rate Loans shall be in an amount that is an integral multiple of $100,000 and not less than $500,000.

2.02Funding.

(l)Funding by the Lenders; Presumption by the Administrative Agent. Each Lender shall make the proceeds of its Pro Rata Share of each Borrowing available to the Administrative Agent at the Administrative Agent’s Office for the applicable currency for the account of the Borrower no later than 12:00 p.m. in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the borrowing date in Same Day Funds, and upon fulfillment of all applicable conditions set forth herein, the Administrative Agent shall promptly deposit such proceeds in Same Day Funds in the Borrower’s account at the Administrative Agent specified in the Loan Notice, or, if requested by the Borrower in the Loan Notice, shall wire transfer such funds as requested. The failure of any Lender to advance the proceeds of its Pro Rata Share of any Borrowing required to be advanced hereunder shall not relieve any other Lender of its obligation to advance the proceeds of its Pro Rata Share of any Borrowing required to be advanced hereunder. Absent contrary written notice from a Lender, the Administrative Agent may assume that each Lender has made its Pro Rata Share of the requested Borrowing available to the Administrative Agent on the applicable borrowing date and in the applicable currency, and the Administrative Agent may, in reliance upon such assumption (but is not required to), make available to the Borrower a corresponding amount. If prior to 5:00 p.m. on the date that is two (2) London Business Days prior to the funding of a Borrowing or the applicable L/C Credit Extension to be made pursuant to Section 2.08(c)(ii), a Lender notifies the Administrative Agent that either (i) any Alternative Currency requested is not readily available to it in the amount required and/or (ii) compliance with its obligation to participate in a Borrowing or L/C Credit Extension to be made pursuant to Section 2.08(c)(ii) in the proposed Alternative Currency would contravene a law or regulation applicable to it, then any Lender that gives notice pursuant to this Section 2.05(a) will be required to participate in the Loan in Dollars and such Lender’s share of the Loan shall be funded to the account of the Letter of Credit Issuer at the Administrative Agent’s Office in Dollars (in an amount equal to that Lender’s Pro Rata Share of such Loan, or in respect of a continuation, an amount equal to that Xxxxxx’s Pro Rata Share of the continuation that is due to be made) and its participation will be treated as a separate Loan denominated in Dollars during that Interest Period.

(m)Failure of Lender to Fund. If a Lender fails to make its Pro Rata Share of any requested Borrowing available to the Administrative Agent on the applicable borrowing date, then the Administrative Agent may recover the applicable amount on demand: (a) from such Lender, together with interest at the greater of the Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period commencing on the date the amount was made available to the Borrower by the

Administrative Agent and ending on (but excluding) the date the Administrative Agent recovers the amount from such Lender; or (b) if Lender fails to pay its amount upon the Administrative Agent’s demand, then from the Borrower no later than the Required Payment Time; together with interest at a rate per annum equal to the rate applicable to the requested Borrowing for the period commencing on the borrowing date and ending on (but excluding) the date the Administrative Agent recovers the amount from the Borrower. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(n)Obligations of the Lenders Several. The liabilities and obligations of each Lender hereunder shall be several and not joint, and neither the Administrative Agent nor any Lender shall be responsible for the performance by any other Lender of its obligations hereunder. Each Lender hereunder shall be liable to the Borrower only for the amount of its respective Commitment.

2.04Interest.

(o)Interest Rate. Subject to the provisions of clause (b) below: (i) each LIBOR Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the LIBOR Rate for such Interest Period; and (ii) each Alternate Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Alternate Base Rate; (ii) each Daily Simple RFR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the applicable Daily Simple RFR plus the Applicable Margin; and (iii) each Term RFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the applicable Term RFR for such Interest Period plus the Applicable Margin.

(p)Default Rate. (i) If any amount of principal of the Obligations is not paid when due (without regard to any applicable grace periods), then (in lieu of the interest rate provided in Section 2.06(a) above) such amount shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate; (ii) if any amount (other than principal of the Obligations) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders (in lieu of the interest rate provided in Section 2.06(a) above), such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Alternate Base Rate in effect on such day plus two percent (2%); and (iii) upon the request of Required Lenders, while any Event of Default exists, then (in lieu of the interest rate provided in Section 2.06(a) above) the principal amount of the Obligations shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate, from the date of the occurrence of such Event of Default until such Event of Default is cured or is waived.

(a)RFR Conforming Changes. In connection with the use or administration of the then-current RFR, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document other than as required in the definition of “Benchmark Replacement Conforming Changes”. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of such RFR.

2.01Determination of Rate. Each change in the rate of interest for any Borrowing shall become effective, without prior notice to the Borrower, automatically as of the opening of business of the Administrative Agent on the date of said change. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR RateRFR Loans upon determination of such interest rate. The determination of the LIBOR RateRFR by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Alternate

Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Rate used in determining the Alternate Base Rate promptly following the public announcement of such change.

2.02Letters of Credit.

(q)Letter of Credit Commitment.

(i)Subject to the terms and conditions hereof, on any Business Day during the Availability Period: (A) the Letter of Credit Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.08: (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower, in aggregate face amounts that shall be not less than $500,000.00 as the Borrower may request (except to the extent a lesser amount is requested by the Borrower and agreed by Administrative Agent and the Letter of Credit Issuer), and to amend or extend Letters of Credit previously issued by it; and (2) to honor drawings under the Letters of Credit; and (B) Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided, however, that after giving effect to any L/C Borrowing with respect to any Letter of Credit: (1) the Principal Obligation will not exceed the Available Commitment; and (2) the Letter of Credit Liability will not exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Letter of Credit Issuer shall have the right to approve the form of Letter of Credit requested.

(ii)The Letter of Credit Issuer shall not issue any Letter of Credit, if: (A) subject to Section 2.08(b)(iii), the expiry date of such Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Letter of Credit Issuer has approved such expiry date in its sole discretion; or (B) the expiry date of such Letter of Credit would occur after the Letter of Credit Expiration Date, without the consent of all Lenders.

(iii)The Letter of Credit Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter of Credit Issuer from issuing such Letter of Credit, or any Law applicable to the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit, or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Letter of Credit Issuer in good xxxxx xxxxx material to it (for which the Letter of Credit Issuer is not otherwise compensated hereunder); (B) the issuance of such Letter of Credit would violate any Laws or one or more policies of the Letter of Credit Issuer; (C) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (D) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (E) such Letter of Credit contains any provisions that permit a drawing on less than four (4) Business Days’ prior written notice for any Letter of Credit denominated in an Alternative Currency; or (F) any Lender is at such time a Defaulting Lender hereunder, unless the Letter of Credit Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Letter of Credit Issuer’s risk with respect to such Defaulting Lender.

(iv)The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if: (A) the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(v)The Letter of Credit Issuer shall act on behalf of Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Letter of Credit Issuer shall have all of the benefits and immunities: (A) provided to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 12 included Letter of Credit Issuer with respect to such acts or omissions; and (B) as additionally provided herein with respect to Letter of Credit Issuer.

(r)Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Letter of Credit Issuer (with a copy to Administrative Agent) in the form of a Request for Letter of Credit, appropriately completed and signed by a Responsible Officer of Borrower. Such Request for Borrowing must be received by the Letter of Credit Issuer and Administrative Agent not later than (x) 11:00 a.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion), and (y) 11:00 a.m. at least ten (10) Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion) denominated in an Alternative Currency. In the case of a request for an initial issuance of a Letter of Credit, such Request for Borrowing shall specify in form and detail satisfactory to the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and the applicable currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, the related Letter of Credit Application shall specify in form and detail satisfactory to the Letter of Credit Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Letter of Credit Issuer may reasonably require. Additionally, the Borrower shall furnish to the Letter of Credit Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer or Administrative Agent may reasonably require.

(ii)Promptly after receipt of any Letter of Credit Application, the Letter of Credit Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Letter of Credit Issuer will provide Administrative Agent with a copy thereof. Unless the Letter of Credit Issuer has received written notice from any Lender, Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 7 shall not then be satisfied, then, subject to the terms and conditions hereof, the Letter of Credit Issuer shall, on the

requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Letter of Credit Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Xxxxxx’s Pro Rata Share times the amount of such Letter of Credit. Upon the occurrence of the Maturity Date and the full and final payment of the Obligations, other than Letter of Credit Liability for which Cash Collateral has been provided, the risk participation of each Lender shall terminate; and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and the Borrower with respect to such Letter of Credit Liability.

(iii)If the Borrower so requests in any applicable Letter of Credit Application, the Letter of Credit Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Letter of Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, the Borrower shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.08(a) or otherwise); or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7.02 is not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension.

(iv)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Letter of Credit Issuer will also deliver to the Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(s)Drawings and Reimbursements; Funding of Participation.

(vi)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Letter of Credit Issuer shall notify the Borrower and Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the Letter of Credit Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Letter of Credit Issuer through Administrative Agent in an amount equal to the amount of such drawing. So long as the Unreimbursed Amount is repaid using the proceeds of an Alternate Base Rate Loan such failure to reimburse shall not be considered a default hereunder. If the Borrower fails to so reimburse the Letter of Credit Issuer by such time, Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Alternate Base Rate Loans to be disbursed on the Honor Date in an amount equal to the

Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.04 for the principal amount of Alternate Base Rate Loans, but subject to the amount of the unutilized portion of the Available Commitment and the conditions set forth in Section 7.02 (other than the delivery of a Loan Notice). Any notice given by the Letter of Credit Issuer or Administrative Agent pursuant to this Section 2.08(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Unless waived by the Letter of Credit Issuer, the Honor Date for any Letter of Credit issued in an Alternative Currency shall not be less than four (4) Business Days after notice of a drawing under such Letter of Credit is delivered to the Letter of Credit Issuer.

(vii)Each Lender (including the Lender acting as Letter of Credit Issuer) shall upon any notice pursuant to Section 2.08(c)(i) make funds available to Administrative Agent for the account of the Letter of Credit Issuer at Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.08(c)(iii), each Lender that so makes funds available shall be deemed to have made an Alternate Base Rate Loan to the Borrower in such amount. Administrative Agent shall remit the funds so received to the Letter of Credit Issuer.

(viii)With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Alternate Base Rate Loans because the conditions set forth in Section 7.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Letter of Credit Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 2.08(c)(i) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.08.

(ix)Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.08(c) to reimburse the Letter of Credit Issuer for any amount drawn under any Letter of Credit, interest in respect of such Xxxxxx’s Pro Rata Share of such amount shall be solely for the account of the Letter of Credit Issuer.

(x)Each Lender’s obligation to make Loans or L/C Advances to reimburse the Letter of Credit Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.08(c), shall be absolute and unconditional and shall not be affected by any circumstance, including: (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Letter of Credit Issuer, the Borrower, or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Potential Default or Event of Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this Section 2.08(c) is subject to the conditions set forth in Section 7.02 (other than delivery of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Letter of Credit Issuer for the amount of any payment made by the Letter of Credit Issuer under any Letter of Credit, together with interest as provided herein.

(xi)If any Lender fails to make available to Administrative Agent for the account of the Letter of Credit Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.08(c) by the time specified in Section 2.08(c)(ii), then, without limiting the other provisions of this Credit Agreement, the Letter of Credit Issuer shall be entitled to recover from such Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from

the date such payment is required to the date on which such payment is immediately available to the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time in effect. A certificate of the Letter of Credit Issuer submitted to any Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(t)Repayment of Participations.

(i)At any time after the Letter of Credit Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.08(c), if Administrative Agent receives for the account of the Letter of Credit Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of cash collateral applied thereto by Administrative Agent), Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s L/C Advance was outstanding) in the same funds as those received by Administrative Agent.

(ii)If any payment received by Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 2.08(c)(i) is required to be returned under any of the circumstances described in Section 13.04 (including pursuant to any settlement entered into by the Letter of Credit Issuer in its discretion), each Lender shall pay to Administrative Agent for the account of the Letter of Credit Issuer its Pro Rata Share thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Overnight Rate from time to time in effect.

(u)Obligations Absolute. The obligation of the Borrower to reimburse the Letter of Credit Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Credit Agreement under all circumstances, including the following:

(xii)any lack of validity or enforceability of such Letter of Credit, this Credit Agreement, or any other Loan Document;

(xiii)the existence of any claim, counterclaim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Letter of Credit Issuer or any other Person, whether in connection with this Credit Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(xiv)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(xv)any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(xvi)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower (other than payment in full).

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the Letter of Credit Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the Letter of Credit Issuer and its correspondents unless such notice is given as aforesaid.

(v)Role of Letter of Credit Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Letter of Credit Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Letter of Credit Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the Letter of Credit Issuer shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or related Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Letter of Credit Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Letter of Credit Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.08(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Letter of Credit Issuer, and the Letter of Credit Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Letter of Credit Issuer’s gross negligence or willful misconduct or the Letter of Credit Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Letter of Credit Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(w)Cash Collateral. Upon the request of Administrative Agent: (x) if the Letter of Credit Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing; or (y) if, as of the Letter of Credit Expiration Date, any Letter of Credit for any reason remains outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the then-outstanding amount of the Letter of Credit Liability (determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). Sections 2.01(d) and 3.06 set forth certain additional requirements to deliver cash collateral hereunder. The Borrower hereby grants to Administrative Agent, for the benefit of the Letter of Credit Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at SMBC (provided that: (A) any interest accrued on any such deposit account shall be payable to the Borrower only upon the full and final payment of the Obligations; and (B) upon the occurrence of an Event of Default, any such interest accrued to the date thereof shall be applied in the sole and absolute discretion of Administrative Agent). The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects

to the control of) Administrative Agent, for the benefit of Administrative Agent, the Letter of Credit Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to this Section 2.08(g). If at any time Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly (but in no event later than (i) two (2) Business Days, to the extent funds are available in the Collateral Accounts or another account maintained by Borrower and (ii) fifteen (15) Business Days to the extent that it is necessary for the Borrower to issue Capital Call Notices (and the Borrower shall issue such Capital Call Notices during such time)) upon demand by Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. Notwithstanding anything to the contrary contained in this Credit Agreement, Cash Collateral provided under any of this Section 2.08 or Sections 2.01, 3.05, 3.06 or 11.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific Letter of Credit Liability, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(x)Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Documents, the terms hereof shall control.

(y)Applicability of ISP98. Unless otherwise expressly agreed by the Letter of Credit Issuer and the Borrower when a Letter of Credit is issued the rules of the ISP shall apply to each standby Letter of Credit.

2.05[Reserved].

2.10Use of Proceeds and Letters of Credit. The proceeds of the Loans shall be used solely for the purposes permitted under the applicable Operative Documents. Neither the Lenders nor Administrative Agent shall have any liability, obligation, or responsibility whatsoever with respect to the Borrower’s use of the proceeds of the Loans, and neither the Lenders nor Administrative Agent shall be obligated to determine whether or not the Borrower’s use of the proceeds of the Loans are for purposes permitted under the applicable Operative Documents. Nothing, including, without limitation, any Borrowing, any conversion or continuation thereof, or any issuance of any Letter of Credit, or acceptance of any other document or instrument, shall be construed as a representation or warranty, express or implied, to any party by the Lenders or the Administrative Agent as to whether any investment by the Borrower is permitted by the terms of the applicable Operative Documents. Xxxxxxxx agrees to respond promptly to any reasonable requests for information related to its use of Loan and Letter of Credit proceeds to the extent required by any Lender in connection with such Xxxxxx’s determination of its compliance with Section 23A of the Federal Reserve Act (12 U.S.C. §371c) and the Federal Reserve Board’s Regulation W (12 C.F.R. Part 223). No Borrower shall to its actual knowledge use the proceeds of any Borrowing hereunder to purchase securities from any Lender or any Affiliate thereof. In connection with each Request for Borrowing hereunder, the requesting Borrower shall be deemed to have represented and warranted to the Administrative Agent on the date of such Borrowing that, to its actual knowledge, as of the date of the requested Borrowing, the proceeds of such Borrowing will not be used by such Borrower to, directly or indirectly, either (x) purchase securities issued by any Lender or Affiliate thereof or (y) invest in any fund sponsored by a Lender or Affiliate thereof.

2.11Unused Commitment Fee. In addition to the payments provided for in Section 3 hereof, the Borrower shall pay to the Administrative Agent, for the account of each Lender, according to its Pro Rata Share, an unused commitment fee on the daily amount of the Maximum Commitment which exceeds the Principal Obligations during the immediately preceding calendar quarter, at the rate of twenty-five (25) basis points (0.25%) per annum, calculated daily and payable in arrears on the first Business Day of each calendar quarter for the preceding calendar quarter. The Borrower and the Lenders acknowledge

and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrower as described herein and for no other purposes.

2.12Administrative Agent Fees. The Borrower shall pay to Administrative Agent fees in consideration of the arrangement of the Commitments and administration of this Credit Agreement, which fees shall be payable in amounts and on the dates agreed to between the Borrower and Administrative Agent in a separate fee letter agreement.

2.13Letter of Credit Fees.

(z)Letter of Credit Fee. The Borrower shall pay to Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a fee for each Letter of Credit equal to the Applicable Margin per annum times the daily amount available to be drawn under such Letter of Credit. Such fee shall be: (i) due and payable in quarterly installments in arrears on the first Business Day of each calendar quarter for the preceding calendar quarter, commencing on the first such date to occur after the issuance of any Letter of Credit, on the Maturity Date, and thereafter (if applicable) on demand; and (ii) computed quarterly in arrears. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.04. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, such fee shall accrue at the Default Rate.

(aa)Fronting Fee and Administrative Charges. The Borrower shall pay to the Letter of Credit Issuer, for its own account: (i) in consideration of the issuance and fronting of Letters of Credit, a fronting fee with respect to each Letter of Credit, at a rate equal to 0.125% per annum, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears; provided, that, fronting fee shall be waived if SMBC is the only Lender hereunder; and (ii) Letter of Credit Issuer’s customary administrative charges related to the issuance, amendment or drawing of Letters of Credit and such customary charges are due and payable on demand at the time of issuance, amendment or draw, as applicable, and are nonrefundable. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter (if applicable) on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.04. In addition, the Borrower shall pay directly to the Letter of Credit Issuer for their own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Letter of Credit Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

2.1Computation of Interest and Fees. All computations of interest for Alternate Base Rate Loans when the Alternate Base Rate is determined by the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year) or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan from and including the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 3.04 bear interest for one day.

2.15 Extension of Stated Maturity Date.

(a) The Borrower may extend the initial Stated Maturity Date for one (1) additional period of not less than six (6) months, but no more than twelve (12) months, upon the satisfaction of the following conditions:

(i) Approval. Administrative Agent and each of the Lenders shall consent in writing to such extension in their sole discretion. If a Lender does not consent to such extension, its Commitment will not be extended. Such Commitment will be re-allocated among those Lenders that consent to such extension, subject to the consent of such Lenders, at the discretion of the Administrative Agent and Borrower.

(ii) Facility Extension Request. The Borrower shall deliver a Facility Extension Request no earlier than the date which is ninety (90) days prior to the Stated Maturity Date and no later than the date which is thirty (30) days prior to Stated Maturity Date (or such shorter period agreed to by the Administrative Agent in writing).

(iii) No Default. No Potential Default or Event of Default shall have occurred and be continuing at the time the Facility Extension Request is delivered or as of the date of the proposed extension, or would result from the extension of the Stated Maturity Date.

(iv) Representations and Warranties. The representations and warranties contained in Section 8 and in the other Loan Documents shall be true and correct in all material respects (without duplication of the qualification effected by the phrase “in all material respects” or “in any material respect” or similar phrases in respect of such representations and warranties) as of the date of the delivery of the Facility Extension Request and the Stated Maturity Date then in effect; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date.

(v) Facility Extension Fee. The Borrower shall have paid, on or prior to the effective date of the extension of the Stated Maturity Date then in effect, the Facility Extension Fee.

(b) Upon fulfillment of the conditions in Section 2.16(a), the Administrative Agent shall promptly notify the Borrower and each Lender of such fulfillment, which shall set forth the extended Stated Maturity Date. The Borrower’s and Xxxxxxx’ acknowledgment of receipt of such notification shall evidence such extension and no further amendment or instrument shall be required by the parties hereto in order to evidence such extension.

1.11Reserved.

2.14Increase in the Maximum Commitment.

(ab)Subject to the internal credit approval of the Administrative Agent and the written consent of each Lender, the Administrative Agent shall, at the request of Borrower, increase the Maximum Commitment to the amount requested by Borrower by (x) admitting Eligible Assignee as additional lenders hereunder (each, a “Subsequent Lender”); or (y) increasing the Commitment of any Lender (each such Lender, an “Increasing Lender”), subject to the following conditions and Section 2.16(b):

(xvii)Borrower shall have delivered to the Administrative Agent a Facility Increase Request no later than fifteen (15) Business Days prior to the date of the requested increase;

(xviii)Borrower shall, to the extent requested by such Lender as applicable, execute (x) a new Note payable to each Subsequent Lender, or (y) a replacement Note payable to each Increasing Lender;

(xix)Sufficient Available Commitment generated from Unfunded Commitments of Included Investors exists to permit Borrower to borrow up to the Maximum Commitment after giving effect to such increased Maximum Commitment;

(xx)After giving effect to (x) the increase in the Commitment of each Increasing Lender, and (y) the addition to the aggregate amount of the Commitments of each Subsequent Lender, the Maximum Commitment will not exceed $200,000,000;

(xxi)The increase in the aggregate amount of the Lenders’ Commitments (in the aggregate) shall be in the minimum amount of $10,000,000;

(xxii)No Event of Default or Potential Default has occurred and is continuing or would result from such increase in the Lenders’ Commitments;

(xxiii)As of the date of such increase, the representations and warranties contained in this Credit Agreement and the other Loan Documents shall be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date and except that for the purposes of this Section 2.16(a)(vii), the representations and warranties contained in Section 8 of this Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 9; and

(xxiv)The Borrower shall pay (at the time of the effectiveness of such increase) the Facility Increase Fee.

(ac)Notwithstanding anything else in the foregoing, (i) no admission of a Subsequent Lender shall increase the Commitment of any existing Lender without such existing Lender’s consent, and (ii) no Lender shall become an Increasing Lender without such Lender’s consent.

(ad)If the Lenders deem it advisable in their sole discretion, Xxxxxxxx and each Xxxxxx agrees to execute an amendment to this Credit Agreement, in form and substance reasonably acceptable to each of the Lenders and the Borrower, to document an increase in the Maximum Commitment pursuant to this Section 2.16(c). In connection with any such increase of the Maximum Commitment, the Administrative Agent shall cause each Subsequent Lender to execute a joinder to this Credit Agreement in a form acceptable to the Administrative Agent, which may include the execution of a signature page to this Credit Agreement.

(ae)If the Maximum Commitment is increased in accordance with this Section 2.16, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. Administrative Agent shall promptly notify Borrower and the Lenders of the Increase Effective Date and the final allocation of such increase.

2.2Defaulting Lender.

(af)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Credit 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:

(xxv)Waivers and Amendments. Such Defaulting Xxxxxx’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 13.01.

(xxvi)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting

Xxxxxx (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 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, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Letter of Credit Issuer hereunder; third, to Cash Collateralize the Letter of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.08(g); fourth, as the Borrower may request (so long as no Default or Event of Default exists), 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; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Letter of Credit Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(g); sixth, to the payment of any amounts owing to the Lenders or the Letter of Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Letter of Credit Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, 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 eighth, 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 or L/C Borrowing in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 7.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Borrowings are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (iv) below. 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 or to post Cash Collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(xxvii)Commitment and L/C Fees. (A) No Defaulting Lender shall be entitled to receive any unused commitment fee pursuant to Section 2.11 for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(A)Each Defaulting Lender shall be entitled to receive fees set forth in Section 2.13(a) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.08(g).

(B)With respect to any fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Advances that has been reallocated to such non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Letter of Credit Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such

Letter of Credit Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(i)Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Advances shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the sum of the aggregate L/C Advances plus Loans of any non-Defaulting Lender to exceed such non-Defaulting Xxxxxx’s Commitment. Subject to Section 13.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Xxxxxx’s increased exposure following such reallocation.

(ii)Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Letter of Credit Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.08(g).

(ag)Defaulting Lender Cure. If the Borrower, the Administrative Agent and each Letter of Credit Issuer 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 (which may include arrangements with respect to any Cash Collateral), 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 and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to paragraph (a)(iv) above), whereupon, such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, 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 Xxxxxx’s having been a Defaulting Lender.

(ah)New Letters of Credit. So long as any Lender is a Defaulting Lender, no Letter of Credit Issuer shall be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

3.PAYMENT OF OBLIGATIONS.

3.01Notes. The Loans to be made by the Lenders to the Borrower hereunder shall be evidenced by promissory notes of the Borrower. Each Note shall: (a) be in the amount of the applicable Lender’s Commitment; (b) be payable to such Lender at the principal office of the Administrative Agent; (c) bear interest in accordance with Section 2.06 hereof; (d) be in the form of Exhibit B attached hereto (with blanks appropriately completed in conformity herewith); and (e) be made by the Borrower. The Borrower agrees, from time to time, upon the request of the Administrative Agent or any affected Lender, to reissue new Notes, in accordance with the terms and in the form heretofore provided, to any Lender and any Assignee of such Lender in accordance with Section 13.12 hereof, in renewal of and substitution for the Note previously issued by the Borrower to the affected Lender.

3.02Payment of Obligation. The principal amount of the Obligations outstanding on the Maturity Date, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date.

3.03Payment of Interest.

(ai)Interest. Interest on each Borrowing and any portion thereof shall commence to accrue in accordance with the terms of this Credit Agreement and the other Loan Documents as of the date of the disbursal or wire transfer of such Borrowing by the Administrative Agent, consistent with the provisions of Section 2.06, notwithstanding whether the Borrower received the benefit of such Borrowing as of such date and even if such Borrowing is held in escrow pursuant to the terms of any escrow arrangement or agreement. When a Borrowing is disbursed by wire transfer pursuant to instructions received from the Borrower, then such Borrowing shall be considered made at the time of the transmission of the wire, in accordance with the Loan Notice, rather than the time of receipt thereof by the receiving bank. With regard to the repayment of the Loans, interest shall continue to accrue on any amount repaid until such time as the repayment has been received in federal or other Same Day Funds by the Administrative Agent.

(aj)Interest Payment Dates. Accrued and unpaid interest (i) on the Obligations shall be due and payable in arrears on each Interest Payment Date and on the Maturity Date and (ii) on any obligation of the Borrower hereunder on which the Borrower is in default shall be due and payable at any time and from time to time following such default upon demand by the Administrative Agent. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(ak)Direct Disbursement. If, at any time, the Administrative Agent shall not have received on the date due, any payment of interest upon the Loans or any fee described herein, the Administrative Agent may direct the disbursement of funds from the Collateral Accounts to the Lenders, in accordance with the terms hereof, to the extent available therein for payment of any such amount. If, at any such time, the amount available in the Collateral Accounts is not sufficient for the full payment of such amounts due, the Administrative Agent may, without prior notice to or the consent of the Borrower, within the limits of the Available Commitment, disburse to the Lenders in Same Day Funds an amount equal to the interest or fee due to the Lenders, which disbursement shall be deemed to be an Alternate Base Rate Loan pursuant to Section 2.03 hereof, and the Borrower shall be deemed to have given to the Lenders in accordance with the terms and conditions of Section 2.03 a Loan Notice with respect thereto.

3.04Payments of Obligation.

(al)Payments Generally. All payments of principal of, and interest on, the Obligations under this Credit Agreement by the Borrower to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff by the Borrower. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Credit Agreement be made in the United States. If, for any reason, Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Funds received by Administrative Agent: (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by Administrative Agent in the case of payments in an Alternative Currency, shall in each case be treated for all purposes as having been received by the Administrative Agent on the first Business Day next following receipt of such funds and any applicable interest or fees shall continue to accrue. Each Lender shall be entitled to receive its Pro Rata Share (or other applicable share as

provided herein) of each payment received by the Administrative Agent hereunder for the account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such Lender. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. All payments made on the Obligations shall be credited in the manner specified by the Borrower, with the consent of the Administrative Agent or, if the Borrower has not so specified, then, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising under the terms hereof; (b) second, against the amount of interest accrued and unpaid on the Obligations as of the date of such payment; (c) third, against all principal due and owing on the Obligations as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the Obligations.

(am)Payments by the Borrower; Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Letter of Credit Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Letter of Credit Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Letter of Credit Issuer, as the case may be, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice from Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

3.01Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (a) such notice must be received by the Administrative Agent not later than: (i) 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of LIBOR RateRFR Loans; (ii) three Business Days (or four, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of LIBOR RateRFR Loans denominated in Alternative Currencies; or (iii) one (1) Business Day prior to any date of prepayment of Alternate Base Rate Loans; (b) any prepayment of LIBOR RateRFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; (c) any prepayment of Alternate Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; (d) the Borrower shall reimburse the Administrative Agent and any of the Lenders any breakage costs associated with such prepayment in the case of any prepayment of a LIBOR RateRFR Loan other than on the last day of the applicable Interest Period. Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Xxxxxx’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR RateRFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05 hereof. Each such prepayment shall be applied to the Obligations held by each Lender in accordance with its respective Pro Rata Share.

3.02Reduction or Early Termination of Commitments. So long as no Request for Borrowing is outstanding, the Borrower may terminate the Commitments, or permanently reduce the Maximum Commitment, by giving prior irrevocable written notice to the Administrative Agent of such termination or reduction three (3) Business Days prior to the effective date of such termination or

reduction (which date shall be specified by the Borrower in such notice): (i) (x) in the case of complete termination of the Commitments, upon prepayment of all of the outstanding Obligations, including, without limitation, all interest accrued thereon, in accordance with the terms of Section 3.05; or (y) in the case of a reduction of the Maximum Commitment, upon prepayment of the amount by which the Principal Obligation exceeds the reduced Available Commitment resulting from such reduction, including, without limitation, payment of all interest accrued thereon, in accordance with the terms of Section 3.05; provided, however, that, except in connection with a termination of the Commitments, the Maximum Commitment may not be reduced such that, upon such reduction, the Available Commitment is less than the aggregate face amount of outstanding Letters of Credit unless, prior to any such reduction, the Borrower has Cash Collateralized the then-outstanding amount by which the Letter of Credit Liability exceeds the Available Commitment, which Cash Collateralization shall be without presentment, demand, protest or any other notice of any kind, all of which are hereby waived; and (ii) in the case of the complete termination of the Commitments, if any Letter of Credit Liability exists, the Borrower shall immediately Cash Collateralize the then-outstanding amount of the Letter of Credit Liability, without presentment, demand, protest or any other notice of any kind, all of which are hereby waived. Unless otherwise required by law, upon the full and final payment of the Letter of Credit Liability, or the termination of all outstanding Letter of Credit Liability due to the expiration of all outstanding Letters of Credit prior to draws thereon, the Administrative Agent shall return to the Borrower any remaining amounts of such Cash Collateral, provided, however, that, so long as no Event of Default exists, to the extent individual Letters of Credit expire prior to draws thereon, the Administrative Agent will return to the Borrower the amount, if any, exceeding that required to Cash Collateralize any remaining Letter of Credit Liability. Notwithstanding the foregoing: (A) any reduction of the Maximum Commitment shall be in an amount equal to or greater than $5,000,000; and (B) in no event shall a reduction by the Borrower reduce the Maximum Commitment to $10,000,000 or less (except for a termination of all the Commitments). Promptly after receipt of any notice of reduction or termination, the Administrative Agent shall notify each Lender of the same. Any reduction of the Maximum Commitment shall be permanent and shall reduce the Commitments of the Lenders on a pro rata basis.

3.03Lending Office. Each Lender may: (a) designate its principal office or a branch, subsidiary or Affiliate of such Lender as its Lending Office (and the office to whose accounts payments are to be credited) for any LIBOR RateRFR Loan ; (b) designate its principal office or a branch, subsidiary or Affiliate as its Lending Office (and the office to whose accounts payments are to be credited) for any Alternate Base Rate Loan; and (c) change its Lending Office from time to time by notice to the Administrative Agent and the Borrower. In such event, such Lender shall continue to hold the Note, if any, evidencing its loans for the benefit and account of such branch, subsidiary or Affiliate. Each Lender shall be entitled to fund all or any portion of its Commitment in any manner it deems appropriate, consistent with the provisions of Section 2.05, but for the purposes of this Credit Agreement such Lender shall, regardless of such Lender’s actual means of funding, be deemed to have funded its Commitment in accordance with the Interest Option selected from time to time by the Borrower for such Borrowing period.

4.CHANGE IN CIRCUMSTANCES.

4.01Taxes.

(a)Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes except as required by applicable law. If applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to deduct or withhold such Taxes and shall timely remit to the appropriate Governmental Authority such Taxes, provided that if such Taxes are Indemnified Taxes, then the sum payable to the applicable Recipient shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 4.01) such Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings been made.

(b)Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)Indemnification by the Borrower. The Borrower shall indemnify each Recipient within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Letter of Credit Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Letter of Credit Issuer, shall be conclusive absent manifest error.

(d)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Status of the Lenders; Tax Forms.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (e)(ii)(A), (e)(ii)(B) and (e)(ii)(D) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing:

(A)Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or before the date on which such Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. backup withholding Tax;

(B)Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or before the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the 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 Loan Document, executed copies of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E 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 Loan Document, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E 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)duly completed copies of Internal Revenue Service 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 Internal Revenue Code: (i) a certificate to the effect that such Foreign Lender is not: (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code; (2) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code; or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code; and (ii) duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E; or

(4)to the extent a Foreign Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, a certificate described in paragraph (3) above, Internal Revenue Service 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 certificate described in paragraph (3) above on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or before the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; and

(D)If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such 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 Internal Revenue 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 Xxxxxx has complied with such Xxxxxx’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f)Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the Letter of Credit Issuer, or have any obligation to pay to any Lender or the Letter of Credit Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the Letter of Credit Issuer, as the case may be. If the Administrative Agent, any Lender or the Letter of Credit Issuer determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4.01 (including the payments of additional amounts pursuant to this Section 4.01), it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 4.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent, such Lender or the Letter of Credit Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent, such Lender or the Letter of Credit Issuer, agree to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the Letter of Credit Issuer in the event the Administrative Agent, such Lender or the Letter of Credit Issuer is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Administrative Agent, any Lender or the Letter of Credit Issuer be required to pay any amount to the Borrower pursuant to this paragraph (f) the payment of which would place the Administrative Agent, such Lender or the Letter of Credit Issuer in a less favorable net after-Tax position than the Administrative Agent, such Lender or the Letter of Credit Issuer would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (f) shall not be construed to require the Administrative Agent, any Lender or the Letter of Credit Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

(g)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 13.12(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (g).

(h)Defined Terms. For purposes of this Section 4.01, the term “Lender” includes any Letter of Credit Issuer and the term “Applicable Law” includes FATCA.

(i)Survival. Each party’s obligations under this Section 4.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

4.02Illegality.

(j)If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR RateRFR Loans (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the LIBOR Rateapplicable RFR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBOR RateRFR Loans or to convert Alternate Base Rate Loans to LIBOR RateRFR Loans, as applicable, or, if such notice relates to the unlawfulness or asserted unlawfulness of charging interest based on the LIBOR Rateapplicable RFR, to make Alternate Base Rate Loans as to which the interest rate is determined with reference to the LIBOR Rateapplicable RFR, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), convert all LIBOR RateRFR Loans of such Lender and Alternate Base Rate Loans as to which the interest rate is determined with reference to the LIBOR RateRFR to Alternate Base Rate Loans as to which the rate of interest is not determined with reference to the LIBOR Rateapplicable RFR (and, in the case of LIBOR RateRFR Loans denominated in an Alternative Currency, convert such Loans to Dollars and, immediately thereafter, convert such Loans to Alternate Base Rate Loans as to which the rate of interest is not determined with reference to the LIBOR Rateapplicable RFR), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR RateTerm RFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR RateRFR Loans or Alternate Base Rate Loans. Notwithstanding the foregoing and despite the illegality for such a Lender to make, maintain or fund LIBOR RateRFR Loans or Alternate Base Rate Loans as to which the interest rate is determined with reference to the LIBOR Rateapplicable RFR, that Lender shall remain committed to make Alternate Base Rate Loans and shall be entitled to recover interest at the Alternate Base Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

(k)If (A) it is or becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Credit Agreement or to fund, issue or maintain its participation in any Loan or L/C Credit Extension or it becomes unlawful for any Affiliate of a Lender for such Lender to do so or (B) any member of the Borrower is or becomes a Sanctioned Person:

(iv)that Lender shall (or, in the case of (B) above, any Lender may) promptly notify the Administrative Agent upon becoming aware of that event;

(v)upon the Administrative Agent notifying the Borrower (or, in the case of (B) above, if the relevant Lender so specifies in its notice or any subsequent notice), the Commitment of that Lender will be immediately cancelled; and

(vi)the Borrower shall (in the case of (B) above, if the relevant Lender so specifies in its notice or any subsequent notice) repay that Xxxxxx’s participation in the Loans made to it on the last day of the Interest Period for each Loan occurring after the Administrative Agent has notified the Borrower or, if earlier, the date specified by the

Lender in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Xxxxxx’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

4.01Inability to Determine Rates; Market Disruption.

(l)IfUnless and until a Benchmark Replacement is implemented in accordance with Section 4.03(b), if the Required Lenders determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that: (i) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for the applicable amount and Interest Period of such Loan; (ii) adequate and reasonable means do not exist for determining the LIBOR Rateapplicable RFR for any requested Interest Period (as applicable) with respect to a proposed LIBOR RateRFR Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate Base Rate Loan; or (iii) the LIBOR RateRFR for any requested Interest Period (as applicable) with respect to a proposed LIBOR RateRFR Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate Base Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR RateRFR Loans and Alternate Base Rate Loans as to which the interest rate is determined with reference to the LIBOR Rateapplicable RFR shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR RateRFR Loans or, failing that with respect to LIBOR RateRFR Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of Alternate Base Rate Loans in the amount specified therein.

(m)Benchmark Replacement.

(vii)Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicablewith respect to any Benchmark, the Administrative Agent and the Borrower shall work in good faith to amend this Credit Agreement to replace LIBORsuch Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 4.3(b) will occur prior to the applicable Benchmark Transition Start Date.

(n)(i) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Loan Document.

(o)(ii) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (1i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (2ii) the implementation of any Benchmark Replacement, (3iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (4v) the

commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.3(b)4.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party

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FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT