FIRST Amendment TO LOAN AND SERVICING AGREEMENT

FIRST Amendment TO
LOAN AND SERVICING AGREEMENT

THIS fIRST AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of September 11, 2024 (this "Amendment"), is entered into by and among DIAMETER CREDIT COMPANY HOLDINGS II LLC, a Delaware limited liability company (in such capacity, the "Borrower"), DIAMETER CREDIT COMPANY,, a Delaware statutory trust, as the servicer (in such capacity, the "Servicer"), DIAMETER CREDIT COMPANY,, a Delaware statutory trust, as the transferor (in such capacity, the "Transferor"), each Lender party hereto, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as the administrative agent (in such capacity, the "Administrative Agent"), CITIBANK, N.A., as the collateral agent (in such capacity, the "Collateral Agent"), as the account bank (in such capacity, the "Account Bank") and as the collateral custodian (in such capacity, the "Collateral Custodian"), and SIEPE, LLC, as the collateral administrator (in such capacity, the "Collateral Administrator"). Capitalized terms used but not defined herein have the meanings provided in the Loan and Servicing Agreement (as defined below).

R E C I T A L S

WHEREAS, reference is made to the Loan and Servicing Agreement, dated as of April 19, 2024 (as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among the Borrower, the Servicer, the Transferor, each of the lenders from time to time party thereto (the "Lenders"), the Administrative Agent, the Collateral Agent, the Account Bank, the Collateral Custodian and the Collateral Administrator; and

WHEREAS, the parties hereto desire to amend the Loan and Servicing Agreement in certain respects as specified herein, pursuant to and in accordance with Section 12.01 of the Loan and Servicing Agreement;

NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Pursuant to Section 12.01 of the Loan and Servicing Agreement, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, effective on and as of the First Amendment Effective Date (as defined below), the Loan and Servicing Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text), and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached as Annex A hereto.

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Except as specifically amended hereby, all provisions of the Loan and Servicing Agreement shall remain in full force and effect. After this Amendment becomes effective, all references to the Loan and Servicing Agreement and corresponding references thereto or therein such as "hereof", "herein", or words of similar effect referring to the Loan and Servicing Agreement shall be deemed to mean the Loan and Servicing Agreement as amended hereby. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Loan and Servicing Agreement other than as expressly set forth herein.

Each of the Borrower and the Servicer, severally for itself only, represents and warrants as of the date of this Amendment as follows:

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This Amendment shall become effective on and as of the Business Day on which the following conditions shall have been satisfied (the "First Amendment Effective Date"):

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[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

Diameter Credit Company Holdings II LLC,

as the Borrower

 

By:
Name:
Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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Diameter Credit Company,

as the Servicer

By:
Name:
Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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Diameter Credit Company ,

as the Transferor

By:
Name:
Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior funding, inc.,

as the Administrative Agent

By:
Name:
Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.,

as a Lender

By:
Name:
Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

 

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Citibank, N.A.,

as the Collateral Agent

By:
Name:
Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

 

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Citibank, N.A.,

as the Account Bank

By:
Name:
Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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Citibank, N.A.,

as the Collateral Custodian

By:
Name:
Title:

 

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Siepe, LLC,

as the Collateral Administrator

By:
Name:
Title:

 

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Annex A

 

Amended Loan and Servicing Agreement

 

(see attached)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Up to U.S. $200,000,000300,000,000

LOAN AND SERVICING AGREEMENT

Dated as of April 19, 2024

among

Diameter Credit Company Holdings II LLC,
as the Borrower

Diameter Credit Company,
as the Transferor

Diameter Credit Company,
as the Servicer

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior FUNDING, INC.,
as the Administrative Agent

EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO,
as the Lenders

Citibank, N.A.,
as the Collateral Agent, Account Bank and Collateral Custodian

and

Siepe, LLC,
as the Collateral Administrator

 

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ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms 2

Section 1.02 Other Terms 68

Section 1.03 Computation of Time Periods 68

Section 1.04 Interpretation 68

Section 1.05 Rates 70

Section 1.06 Currency Conversion 71

ARTICLE II

THE FACILITY

Section 2.01 Advances; I/O Notional Loan 71

Section 2.02 Procedure for Advances 72

Section 2.03 Determination of Yield 73

Section 2.04 Remittance Procedures 73

Section 2.05 Instructions to the Collateral Agent and the Account Bank 78

Section 2.06 Borrowing Base Deficiency Payments 79

Section 2.07 Sale of Loan Assets; Affiliate Transactions 80

Section 2.08 Payments and Computations, Etc. 83

Section 2.09 Unused Fee 84

Section 2.10 Increased Costs; Capital Adequacy; Compensation for Losses 84

Section 2.11 Taxes 86

Section 2.12 Grant of a Security Interest; Collateral Assignment of Agreements 90

Section 2.13 Evidence of Debt 91

Section 2.14 Release of Loan Assets 91

Section 2.15 Treatment of Amounts Received by the Borrower 92

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Section 2.16 Prepayment; Termination; Reduction 92

Section 2.17 Collections and Allocations 93

Section 2.18 Reinvestment of Principal Collections 95

Section 2.19 Defaulting Lenders 96

Section 2.20 Benchmark Replacement Setting 98

Section 2.21 Inability to Determine Rates 100

Section 2.22 Eligible Currency 101

Section 2.23 Mitigation Obligations 102

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01 Conditions Precedent to Effectiveness 102

Section 3.02 Conditions Precedent to All Advances 104

Section 3.03 Advances Do Not Constitute a Waiver 106

Section 3.04 Conditions to Acquisition of Loan Assets 106

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01 Representations and Warranties of the Borrower 108

Section 4.02 Representations and Warranties of the Borrower Relating to this Agreement and the Collateral 117

Section 4.03 Representations and Warranties of the Servicer 118

Section 4.04 Representations and Warranties of the Collateral Agent 122

Section 4.05 Representations and Warranties of the Collateral Custodian 123

Section 4.06 Representations and Warranties of the Collateral Administrator 123

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ARTICLE V

GENERAL COVENANTS

Section 5.01 Affirmative Covenants of the Borrower 124

Section 5.02 Negative Covenants of the Borrower 131

Section 5.03 Affirmative Covenants of the Servicer 134

Section 5.04 Negative Covenants of the Servicer 138

Section 5.05 Affirmative Covenants of the Collateral Agent 140

Section 5.06 Negative Covenants of the Collateral Agent 140

Section 5.07 Affirmative Covenants of the Collateral Custodian 140

Section 5.08 Negative Covenants of the Collateral Custodian 141

Section 5.09 Affirmative Covenants of the Collateral Administrator 141

Section 5.10 Negative Covenants of the Collateral Administrator 141

ARTICLE VI

ADMINISTRATION AND SERVICING OF CONTRACTS

Section 6.01 Appointment and Designation of the Servicer 141

Section 6.02 Duties of the Servicer 143

Section 6.03 Authorization of the Servicer 145

Section 6.04 Collection of Payments; Accounts 146

Section 6.05 Realization Upon Loan Assets 148

Section 6.06 Servicer Compensation 148

Section 6.07 Payment of Certain Expenses by Servicer 148

Section 6.08 Reports to the Administrative Agent; Account Statements; Servicer Information 149

Section 6.09 Annual Statement as to Compliance 151

Section 6.10 Annual Independent Public Accountant's Servicing Reports 151

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Section 6.11 Procedural Review of Loan Assets; Access to Servicer and Servicer's Records 151

Section 6.12 The Servicer Not to Resign 152

ARTICLE VII

EVENTS OF DEFAULT

Section 7.01 Events of Default 152

Section 7.02 Additional Remedies of the Administrative Agent 156

ARTICLE VIII

INDEMNIFICATION

Section 8.01 Indemnities by the Borrower 160

Section 8.02 Indemnities by Servicer 161

Section 8.03 Waiver of Certain Claims 162

Section 8.04 Legal Proceedings 162

Section 8.05 After-Tax Basis 162

ARTICLE IX

THE ADMINISTRATIVE AGENT

Section 9.01 The Administrative Agent 163

ARTICLE X

COLLATERAL AGENT

Section 10.01 Designation of Collateral Agent 166

Section 10.02 Duties of Collateral Agent 167

Section 10.03 Merger or Consolidation 169

Section 10.04 Collateral Agent Compensation 169

Section 10.05 Collateral Agent Removal 169

Section 10.06 Limitation on Liability 169

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Section 10.07 Collateral Agent Resignation 172

Section 10.08 Reallocation of Advances 172

ARTICLE XI

COLLATERAL CUSTODIAN

Section 11.01 Designation of Collateral Custodian 172

Section 11.02 Duties of Collateral Custodian 173

Section 11.03 Merger or Consolidation 175

Section 11.04 Collateral Custodian Compensation 175

Section 11.05 Collateral Custodian Removal 176

Section 11.06 Limitation on Liability 176

Section 11.07 Collateral Custodian Resignation 177

Section 11.08 Release of Documents 177

Section 11.09 Return of Required Loan Documents 178

Section 11.10 Access to Certain Documentation and Information Regarding the Collateral 178

Section 11.11 Bailment 179

Section 11.12 Custody of Electronic Documents 179

ARTICLE XII

MISCELLANEOUS

Section 12.01 Amendments and Waivers 179

Section 12.02 Notices, Etc. 180

Section 12.03 No Waiver; Remedies 182

Section 12.04 Binding Effect; Assignability; Multiple Lenders 183

Section 12.05 Term of This Agreement 184

Section 12.06 GOVERNING LAW; JURY WAIVER 184

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Section 12.07 Costs, Expenses and Taxes 186

Section 12.08 Further Assurances 186

Section 12.09 Recourse Against Certain Parties 187

Section 12.10 Execution in Counterparts; Severability; Integration 187

Section 12.11 Characterization of Conveyances Pursuant to the Purchase and Sale Agreement 188

Section 12.12 Confidentiality 189

Section 12.13 Waiver of Set Off 190

Section 12.14 Headings and Exhibits 190

Section 12.15 Ratable Payments 191

Section 12.16 Failure of Borrower or Servicer to Perform Certain Obligations 191

Section 12.17 Power of Attorney 191

Section 12.18 Delivery of Termination Statements, Releases, etc. 191

Section 12.19 Non-Petition 191

Section 12.20 Acknowledgment and Consent to Bail-In of Affected Financial Institutions 192

Section 12.21 Return of Certain Payments 193

ARTICLE XIII

COLLATERAL Administrator

Section 13.01 Designation of Collateral Administrator 194

Section 13.02 Certain Duties and Powers 194

Section 13.03 Certain Rights of Collateral Administrator 198

Section 13.04 Compensation and Reimbursement of Collateral Administrator 201

Section 13.05 Resignation and Removal; Appointment of Successor 201

Section 13.06 Acceptance and Appointment of Successor 202

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Section 13.07 Merger, Conversion, Consolidation or Succession to Business of Collateral Administrator 202

 

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LIST OF SCHEDULES, EXHIBITS and Annexes

SCHEDULES

SCHEDULE I - Conditions Precedent Documents

SCHEDULE II - Eligibility Criteria

SCHEDULE III - Agreed-Upon Procedures for Independent Public Accountants

SCHEDULE IV - Loan Asset Schedule

SCHEDULE V Diversity Score Calculation

SCHEDULE VI Industry Classification

 

ANNEXES

ANNEX A - Commitments

 

EXHIBITS

EXHIBIT A - Form of Approval Notice
EXHIBIT B - Form of Borrowing Base Certificate
EXHIBIT C - Form of Disbursement Request
EXHIBIT D - Form of Notice of Borrowing
EXHIBIT E - Form of Notice of Reduction (Reduction of Advances Outstanding)
EXHIBIT F - Form of Notice of Termination/Permanent Reduction
EXHIBIT G - Form of Certificate of Closing Attorneys
EXHIBIT H - Form of Servicing Report
EXHIBIT I - Form of Servicer's Certificate (Servicing Report)
EXHIBIT J - Form of Release of Required Loan Documents
EXHIBIT K - Form of Assignment and Acceptance
EXHIBIT L - Forms of U.S. Tax Compliance Certificates
EXHIBIT M - Form of Joinder Supplement
Exhibit N - Form of Power of Attorney for Servicer
Exhibit O - Form of Power of Attorney for Borrower
 

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This LOAN AND SERVICING AGREEMENT is made as of April 19, 2024, among:

(1) Diameter Credit Company Holdings II LLC, a Delaware limited liability company, as the Borrower (as defined below);

 

(2) Diameter Credit Company, a Delaware statutory trust, as the Servicer (as defined below);

 

(3) Diameter Credit Company, a Delaware statutory trust, as the Transferor (as defined below);

 

(4) EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as a Lender (as defined below);

 

(5) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ senior FUNDING, INC., as the Administrative Agent (as defined below);

 

(6) Citibank, N.A., as the Collateral Agent (as defined below), the Account Bank (as defined below) and the Collateral Custodian (as defined below); and

 

(7) Siepe, LLC, as the Collateral Administrator (as defined below).

RECITALS

WHEREAS, the Borrower has requested that the Lenders make available to the Borrower a revolving loan facility in the maximum principal amount of up to the Facility Amount (as defined below), the proceeds of which shall be used by the Borrower to fund the purchase of certain Eligible Loan Assets (as defined below);

WHEREAS, the Borrower is willing to grant to the Collateral Agent, for the benefit of the Secured Parties (as defined below), a lien on and security interest in the Collateral (as defined below) to secure the payment in full of the Obligations (as defined below);

WHEREAS, the Lenders are willing to extend financing to the Borrower on the terms and conditions set forth herein;

WHEREAS, the Borrower also desires to retain the Servicer to perform certain servicing functions related to the Collateral on the terms and conditions set forth herein; and

WHEREAS, the Servicer desires to perform certain servicing functions related to the Collateral on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

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"1940 Act" means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

"Account Bank" means Citibank, N.A., in its capacity as the "Account Bank" pursuant to the Control Agreement.

"Action" has the meaning assigned to that term in Section 8.04.

"Additional Amount" has the meaning assigned to that term in Section 2.11(a).

"Adjusted Borrowing Value" means, on any date of determination, for any Eligible Loan Asset, an amount equal to the lower of (a) the Outstanding Balance of such Eligible Loan Asset at such time and (b)(i) the Assigned Value of such Eligible Loan Asset at such time multiplied by (ii) the Outstanding Balance of such Eligible Loan Asset at such time. Notwithstanding the foregoing, (i) the Adjusted Borrowing Value of any Loan Asset that no longer satisfies the Eligibility Criteria (other than (A) any Eligibility Criteria only required to be satisfied at the Cut-Off Date and (B) any Eligibility Criteria waived by the Administrative Agent in its sole discretion) or is otherwise not an Eligible Loan Asset at such time shall be zero and (ii) the Adjusted Borrowing Value of any portion of any Eligible Loan Asset that constitutes an Excess Concentration Amount shall be zero.

"Administrative Agent" means ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders, together with its successors and assigns, including any successor appointed pursuant to Article IX.

"Administrative Expense Cap" means, for any Payment Date, a per annum amount equal to $200,000.

"Administrative Expenses" means the following reasonable and documented out-of-pocket fees and expenses due or accrued with respect to any Payment Date, payable first, on a pro rata basis, to: (a) the Collateral Agent, for payment of accrued Collateral Agent Fees and Collateral Agent Expenses, (b) the Collateral Custodian, for payment of accrued Collateral Custodian Fees and Collateral Custodian Expenses, (c) the Collateral Administrator, for payment of accrued Collateral Administrator Fees and Collateral Administrator Expenses and (d) the Account Bank, for any fees or other amounts owing to it under the Transaction Documents; and second, to any

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other service providers (including, without limitation, legal, accounting, tax, audit and other service providers) of the Borrower or the Servicer for any fees or expenses in connection with services performed for the Borrower or the Servicer.

"Advance" means each loan advanced by the Lenders to the Borrower on an Advance Date pursuant to Article II.

"Advance Date" means, with respect to any Advance, the date on which funds are made available to the Borrower in accordance with Section 2.02.

"Advance Rate" means, (a) with respect to an Eligible Loan Asset that is not a Specified Loan Asset, as determined on the applicable Cut-Off Date of such Eligible Loan Asset, the percentage determined by the Administrative Agent in its sole discretion, subject to a maximum advance rate as set forth in the Advance Rate Matrix based on the applicable loan type of such Eligible Loan Asset, as set forth in the Approval Notice for an Eligible Loan Asset, and (b) with respect to an Eligible Loan Asset that is a Specified Loan Asset, as determined on the applicable Cut-Off Date of such Eligible Loan Asset, the Advance Rate as set forth in the table below based on the Senior Leverage Ratio of such Specified Loan Asset:

Senior Leverage Ratio	Advance Rate
Less than 4.75:1.00	70.0%
Greater than or equal to 4.75:1.00 and less than 6.00:1.00	65.0%

"Advance Rate Matrix" means the following matrix:

Loan Type	Maximum Advance Rate
First Lien Loans	70.0%
Unitranche Loans	65.0%
Recurring Revenue Loans	60.0%
FLLO Loans	50.0%
Second Lien Loans	35.0%

"Advances Outstanding" means, on any date of determination, the sum of the aggregate principal amount in Dollars or the Dollar Equivalent, as determined by the Administrative Agent using the Spot Rate, of all Advances outstanding on such date, after giving effect to all repayments of Advances and the making of new Advances on such date; provided that the principal amounts of Advances Outstanding shall not be reduced by any Available Collections or other amounts if at any time such Available Collections or other amounts are rescinded or must be returned for any reason; provided, further, that for purposes of the determination of interest and in connection with any reduction pursuant to Section 2.16(b) or any payments made in accordance with Section

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2.04(a), "Advances Outstanding" shall refer only to Advances Outstanding in the applicable Eligible Currency.

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

"Affected Party" has the meaning assigned to that term in Section 2.10(a).

"Affiliate" means, when used with respect to a Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person. For the purposes of this definition, "control," when used with respect to any specified Person, means the power to vote more than 50% of the voting securities of such Person or to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing; provided that the term Affiliate shall not include any Affiliate relationship that may exist solely as a result of the direct or indirect ownership of, or control by, a common financial sponsor.

"Aggregate Adjusted Borrowing Value" means, as of any date of determination, an amount equal to the sum of the Adjusted Borrowing Values of all Eligible Loan Assets included as part of the Collateral on such date, after giving effect to all Eligible Loan Assets added to and removed from the Collateral on such date.

"Aggregate Unfunded Exposure Amount" means, as of any date of determination, the sum of the Unfunded Exposure Amounts of all Delayed Draw Loan Assets or Revolving Loans, as applicable, included in the Collateral on such date.

"Agreement" means this Loan and Servicing Agreement, as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms hereof.

"Alternative Currency Advance" means any CAD Advance, EUR Advance or GBP Advance.

"Amortization Period" means the period commencing on the Commitment Termination Date and ending on the Collection Date.

"Anti-Corruption Laws" means, collectively, (a) the U.S. Foreign Corrupt Practices Act of 1977, (b) the UK Bribery Act 2010, and (c) any other applicable law, regulation, order, decree or directive having the force of law and relating to bribery or corruption.

"Anti-Money Laundering Laws" means laws, regulations and sanctions, state and federal, criminal and civil that: (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) require identification and documentation of the parties with whom a financial institution conducts business; or (c) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Bank Secrecy Act, as amended by the Patriot Act, and the

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Money Laundering Control Act of 1986, including the laws relating to prevention and detection of money laundering under 18 USC Section 1956 and 1957.

"Applicable Law" means for any Person, all existing and future laws, rules, regulations, to the extent applicable to such Person or its property or assets, all statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Governmental Authority applicable to such Person and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

"Applicable Margin" means (a) during the Revolving Period, 2.35% per annum, and (b) during the Amortization Period, 2.85% per annum; provided that, (i) at any time during the existence of any Event of Default described in clause (a), clause (b) or clause (k) of the definition thereof, (ii) upon written notice (including by email) from the Administrative Agent (at the direction of the Required Lenders) to the Borrower and the Servicer during the existence of any other Event of Default or (iii) after the automatic occurrence or declaration of the Facility Maturity Date, in each case, the Applicable Margin shall be increased by an additional 2.00% per annum, which shall be reflected in the notice provided pursuant to Section 2.03.

"Approval Notice" means, with respect to any Eligible Loan Asset (other than a Specified Loan Asset), the written notice, which may be distributed via email, in the form attached hereto, or otherwise containing the same representations and information, as Exhibit A (provided that the Administrative Agent may, in its reasonable discretion, omit information from, or include additional information in, such Approval Notice), evidencing (i) the approval by the Administrative Agent, in its sole and absolute discretion, of the acquisition or origination, as applicable, of such Eligible Loan Asset by the Borrower, and (ii) the determination of the Advance Rate in respect of such Eligible Loan Asset, by the Administrative Agent, in its sole and absolute discretion.

"Approved Broker/Dealer" means any of Bank of America/▇▇▇▇▇▇▇ ▇▇▇▇▇; Barclays Bank plc; Citibank, N.A.; Deutsche Bank AG; ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.; ▇▇▇▇▇▇▇▇▇ LLC; JPMorgan Chase Bank, N.A.; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC; UBS AG; ▇▇▇▇▇ Fargo Bank, National Association; and any additional broker/dealer approved as an "Approved Broker/Dealer" in writing by the Servicer and the Administrative Agent, each in its sole discretion.

"Approved Valuation Firm" means each of (a) Lincoln Partners Advisors LLC, (b) Valuation Research Corporation, (c) ▇▇▇▇▇ Inc. and (d) any other nationally recognized accounting firm or valuation firm, in each case, approved by the Borrower and the Administrative Agent.

"Assigned Documents" has the meaning assigned to that term in Section 2.12(b).

"Assigned Value" means, with respect to each Eligible Loan Asset, as of any date of determination and expressed as a percentage of the Outstanding Balance of such Eligible Loan Asset, (a) in the case of Eligible Loan Assets originated during the ninety (90) calendar day period prior to its sale or contribution to the Borrower (or was originated by the Borrower), the Purchase Price of such Eligible Loan Asset; provided that if the Purchase Price of any such Eligible Loan Asset was greater than or equal to 97.0% of such Eligible Loan Asset, the

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Purchase Price shall be deemed to be the par amount of such Eligible Loan Asset, and (b) for all other Eligible Loan Assets, the lowest of (i) the Purchase Price of such Eligible Loan Asset, (ii) the "fair market value" assigned on the Borrower's books and records as of the Cut-Off Date, (iii) the value (expressed as a percentage of the principal balance of such Eligible Loan Asset) assigned by the Administrative Agent in its sole discretion, and (iv) the par amount of such Eligible Loan Asset, in each case, subject to the following terms:

(i) if a Value Adjustment Event of the type described in clause (b), clause (c) or clause (d) of the definition thereof with respect to such Loan Asset occurs, the Assigned Value of such Loan Asset will, automatically and without further action by the Administrative Agent, be zero;

(ii) if a Value Adjustment Event of the type described in clause (e) (but only to the extent failure to deliver the quarterly or annual financial statements required to be delivered therein exceeds the quarterly or annual reporting deadlines set forth in therein by more than sixty (60) calendar days), clause (f) (solely with respect to a Material Modification described in clause (a), clause (b), clause (c) or clause (d) of the definition thereof), clause (h) or clause (i) of the definition thereof with respect to such Loan Asset occurs, the Assigned Value of such Loan Asset may be amended by the Administrative Agent in its sole discretion at any time (and from time to time), which may be zero, and until the Administrative Agent has made such determination and provided notice thereof to the Borrower, will, automatically and without further action by the Administrative Agent, be 40.0%;

(iii) upon the occurrence of a Value Adjustment Event (other than a Value Adjustment Event set forth in clause (i) or (ii) above) in respect of any Eligible Loan Asset, the then-current Assigned Value thereof may be amended by the Administrative Agent in its sole discretion any time (and from time to time) following such occurrence; and

(iv) the Assigned Value of any Loan Asset that no longer satisfies the Eligibility Criteria (after giving effect to the first proviso set forth in the lead-in paragraph to Schedule II) shall be zero;

provided that, the Borrower may request that the Assigned Value be re-evaluated for any Eligible Loan Asset whose Assigned Value was decreased pursuant to clause (iii) above, subject to the following terms:

(A) the Borrower may either (I) either (1) no later than three (3) Business Days after the Administrative Agent has amended the Assigned Value of any Eligible Loan Asset pursuant to clause (iii) above, obtain three (3) or more actionable bids from any Approved Broker/Dealers for the full principal amount of such Eligible Loan Asset (each such bid, a "Third Party Bid") or (2) obtain same-day bid side pricing from Loan Pricing Corp. or IHS Markit Ltd. (or such other pricing service approved by the Administrative Agent in its sole discretion) ("Same Day Pricing") with a minimum quote depth of three (3), in each case, at the Borrower's sole expense, or (II) obtain, at the Borrower's sole expense, a valuation from an Approved Valuation Firm; provided that (x) if the Borrower obtains three (3) or more Third Party Bids pursuant to sub-clause (A)(I)(1) above, then the average of such Third Party Bids shall be treated as the amended Assigned Value for such Eligible Loan Asset, (y) if the Borrower obtains pricing pursuant to sub-clause (A)(I)(2) above, then such

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pricing shall be treated as the amended Assigned Value for such Eligible Loan Asset, and (z) if the Borrower obtains a valuation pursuant to sub-clause (A)(II) above, then such valuation shall be treated as the amended Assigned Value for such Eligible Loan Asset; provided that if either sub-clause (A)(I)(1) or sub-clause (A)(I)(2) above is available to the Borrower, the Borrower shall not be allowed to obtain a valuation pursuant to sub-clause (A)(II) above;

(B) if the Borrower is unable to obtain bids or pricing that satisfy the requirements set forth in sub-clause (A)(I)(1) or (A)(I)(2) above, or a valuation that satisfies the requirements set forth in sub-clause (A)(II) above, then the Assigned Value of such Eligible Loan Asset as amended by the Administrative Agent shall remain the Assigned Value for such Eligible Loan Asset;

(C) if the Assigned Value of an Eligible Loan Asset is re-evaluated pursuant to sub-clause (A)(II) above, then the Administrative Agent may at its own expense obtain a valuation from an alternative Approved Valuation Firm and such valuation shall constitute the amended Assigned Value of such Eligible Loan Asset upon delivery of a copy of such valuation to the Borrower and the Servicer; and

(D) if the Borrower elects to re-evaluate the adjusted Assigned Value of an Eligible Loan Asset pursuant to sub-clause (A) above, the Assigned Value amended by the Administrative Agent in respect of the related Value Adjustment Event shall remain the Assigned Value for such Eligible Loan Asset until the Assigned Value is adjusted pursuant to sub-clause (A) above or, if applicable, until the Assigned Value of such Eligible Loan Asset is further adjusted pursuant to sub-clause (C) above.

The Administrative Agent shall notify the Servicer (who shall forward a copy to the Collateral Administrator) of any change effected by the Administrative Agent of the Assigned Value of any Loan Asset.

"Assignment and Acceptance" has the meaning assigned to that term in Section 12.04(a).

"Availability" means, as of any date of determination, an amount equal to the excess, if any, of (a) the Borrowing Base over (b) the Advances Outstanding on such day; provided that at all times on and after the earlier to occur of the Commitment Termination Date or the Facility Maturity Date, the Availability shall be zero.

"Available Collections" means the sum of all Interest Collections and all Principal Collections received with respect to the Collateral; provided that, for the avoidance of doubt, "Available Collections" shall not include amounts on deposit in the Unfunded Exposure Account that do not represent proceeds of Permitted Investments.

"Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, 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 a Remittance Period pursuant to this Agreement as of such date.

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"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 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).

"Bankruptcy Code" means Title 11, United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.

"Bankruptcy Event" means an event that shall be deemed to have occurred with respect to a Person if either:

(i) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(ii) such Person shall commence a voluntary case or other proceeding under any Bankruptcy Laws now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or all or substantially all of its assets, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors or members shall vote to implement any of the foregoing.

"Bankruptcy Laws" means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

"Bankruptcy Proceeding" means any case, action or proceeding before any court or other Governmental Authority relating to any Bankruptcy Event.

"Basel III" means, with respect to any Affected Party, any rule, regulation or guideline applicable to such Affected Party and arising directly or indirectly from (a) any of the following documents prepared by the Basel Committee on Banking Supervision of the Bank of International

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Settlements: (i) Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring (December 2010), (ii) Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems (June 2011), (iii) Basel III: The Liquidity Coverage Ratio and Liquidity Risk Monitoring Tools (January 2013), or (iv) any document supplementing, clarifying or otherwise relating to any of the foregoing, or (b) any accord, treaty, statute, law, rule, regulation, guideline or pronouncement (whether or not having the force of law) of any Governmental Authority implementing, furthering or complementing any of the principles set forth in the foregoing documents of strengthening capital and liquidity, in each case as from time to time amended, restated, supplemented or otherwise modified. Without limiting the generality of the foregoing, "Basel III" shall include Part 6 of the European Union regulation 575/2013 on prudential requirements for credit institutions and investment firms (the "CRR") and any law, regulation, standard, guideline, directive or other publication supplementing or otherwise modifying the CRR.

"BDC Asset Coverage" means the "asset coverage" ratio for the Transferor, as determined in accordance with Section 18 of the 1940 Act.

"Benchmark" means, with respect to (a) Dollar Advances, Benchmark (Dollar), (b) GBP Advances, Daily Simple ▇▇▇▇▇, (c) EUR Advances, ▇▇▇▇▇▇▇ and (d) CAD Advances, the Canadian Benchmark.

"Benchmark (Dollar)" means, initially, Term SOFR; provided that if a Benchmark Transition Event and the Benchmark Replacement Date has occurred with respect to Term SOFR or the then-current Benchmark (Dollar), then "Benchmark (Dollar)" means the applicable Benchmark Replacement (Dollar) to the extent that such Benchmark Replacement (Dollar) has replaced such prior benchmark rate pursuant to Section 2.20(a); provided, further, that, in the event that the rate resulting from the sum of any Benchmark (Dollar) plus, if applicable, the Benchmark Replacement Adjustment shall be less than the Floor, such rate shall be deemed to be the Floor for purposes of this Agreement and the other Transaction Documents.

"Benchmark Replacement (Dollar)" means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent on the applicable Benchmark Replacement Date:

(1) the sum of: (a) Daily Simple SOFR and (b) the applicable Benchmark Replacement Adjustment; or

(2) the sum of: (a) the alternate rate of interest that has been jointly selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark (Dollar) for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any industry-accepted rate of interest as a replacement for the then-current Benchmark for (Dollar) U.S. dollar denominated secured financings or securitizations relating to the relevant asset class, as applicable at such time, and (b) the Benchmark Replacement Adjustment.

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If at any time the Benchmark Replacement (Dollar) as determined pursuant to clause (1) or (2) of this definition would be less than the Floor, the Benchmark Replacement (Dollar) will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.

"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark (Dollar) with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been jointly selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark (Dollar) with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark (Dollar) with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated secured financing or securitization transactions relating to the relevant asset class, as applicable at such time.

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

"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark (Dollar):

(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 (Dollar) (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (Dollar) (or such component thereof); or

(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.

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For the avoidance of doubt, the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark (Dollar) upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (Dollar) (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 then-current Benchmark (Dollar):

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

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (Dollar) (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (Dollar) (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (Dollar) (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (Dollar) (or such component), which states that the administrator of such Benchmark (Dollar) (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (Dollar) (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (Dollar) (or such component thereof); or

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

For the avoidance of doubt, a "Benchmark Transition Event" will be deemed to have occurred with respect to any Benchmark (Dollar) if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (Dollar) (or the published component used in the calculation thereof).

"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.

"Benefit Plan Investor" means a "benefit plan investor" as defined in Department of Labor regulation 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, and includes an employee benefit plan that is subject to the fiduciary responsibility provisions of Title I of ERISA,

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a plan that is subject to Section 4975 of the Code, and an entity the underlying assets of which are deemed to include plan assets.

"Borrower" means Diameter Credit Company Holdings II LLC, a Delaware limited liability company, together with its permitted successors and assigns in such capacity.

"Borrower Certificate of Formation" means the Certificate of Formation of the Borrower, dated February 28, 2024, as amended, modified, supplemented, restated or replaced from time to time.

"Borrower Consent" means the action by written consent of the board of trustees of the sole member of the Borrower, dated April 19, 2024, in each case, as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.

"Borrower LLC Agreement" means the amended and restated limited liability company agreement of the Borrower, dated April 19, 2024, as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.

"Borrowing Base" means, collectively, the Borrowing Base (Aggregate), the Borrowing Base (CAD), the Borrowing Base (EUR), the Borrowing Base (Dollars) and the Borrowing Base (GBP).

"Borrowing Base (Aggregate)" means, as of any date of determination, an amount calculated in Dollars (and converted to Dollars, if necessary, by using the Spot Rate) equal to the lowest of:

(i) the sum of (a) the product of (x) the lower of (1) the Weighted Average Advance Rate for all Eligible Loan Assets as of such date and (2) the Maximum Portfolio Advance Rate as of such date, multiplied by (y) the Aggregate Adjusted Borrowing Value as of such date, plus (b) the amount on deposit in the Principal Collection Subaccount (including Permitted Investments) as of such date, plus (c) the amount on deposit in the Unfunded Exposure Account (including Permitted Investments) as of such date minus (d) the Unfunded Exposure Equity Amount as of such date;

(ii) the sum of (a) the Aggregate Adjusted Borrowing Value as of such date, minus (b) the Minimum Equity Amount, plus (c) the amount on deposit in the Principal Collection Subaccount (including Permitted Investments) as of such date, plus (d) the amount on deposit in the Unfunded Exposure Account (including Permitted Investments) as of such date minus (e) the Unfunded Exposure Equity Amount as of such date; or

(iii) the sum of (a) the Facility Amount, plus (b) the amount on deposit in the Unfunded Exposure Account (including Permitted Investments) as of such date minus (c) the aggregate Unfunded Exposure Amount as of such date.

"Borrowing Base (CAD)” means, on any date of determination, an amount calculated in CAD equal to the sum of (a) the product of (i) the lower of (x) the Weighted Average Advance Rate for all Eligible Loan Assets denominated in CAD as of such date and (y) the Maximum Portfolio Advance Rate as of such date, multiplied by (ii) the Aggregate Adjusted Borrowing Value

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of all Eligible Loan Assets denominated in CAD (including any such Eligible Loan Assets to be funded or acquired by the Borrower on such date of determination), plus (b) the Principal Collections and Permitted Investments made with Principal Collections denominated in CAD on deposit in the Collection Account.

"Borrowing Base (Dollars)" means, on any date of determination, an amount calculated in Dollars equal to the sum of (a) the product of (i) the lower of (x) the Weighted Average Advance Rate for all Eligible Loan Assets denominated in Dollars as of such date and (y) the Maximum Portfolio Advance Rate as of such date, multiplied by (ii) the Aggregate Adjusted Borrowing Value of all Eligible Loan Assets denominated in Dollars (including any such Eligible Loan Assets to be funded or acquired by the Borrower on such date of determination), plus (b) the Principal Collections and Permitted Investments made with Principal Collections denominated in Dollars on deposit in the Collection Account.

"Borrowing Base (EUR)" means, on any date of determination, an amount calculated in EUR equal to the sum of (a) the product of (i) the lower of (x) the Weighted Average Advance Rate for all Eligible Loan Assets denominated in EUR as of such date and (y) the Maximum Portfolio Advance Rate as of such date, multiplied by (ii) the Aggregate Adjusted Borrowing Value of all Eligible Loan Assets denominated in EUR (including any such Eligible Loan Assets to be funded or acquired by the Borrower on such date of determination), plus (b) the Principal Collections and Permitted Investments made with Principal Collections denominated in EUR on deposit in the Collection Account.

"Borrowing Base (GBP)" means, on any date of determination, an amount calculated in GBP equal to the sum of (a) the product of (i) the lower of (x) the Weighted Average Advance Rate for all Eligible Loan Assets denominated in GBP as of such date and (y) the Maximum Portfolio Advance Rate as of such date, multiplied by (ii) the Aggregate Adjusted Borrowing Value of all Eligible Loan Assets denominated in GBP (including any such Eligible Loan Assets to be funded or acquired the Borrower on such date of determination), plus (b) the Principal Collections and Permitted Investments made with Principal Collections denominated in GBP on deposit in the Collection Account.

"Borrowing Base Certificate" means a certificate prepared by the Servicer setting forth the calculation of the Borrowing Base as of the applicable date of determination, substantially in the form of Exhibit B hereto.

"Borrowing Base Deficiency" means a condition occurring on any day on which the Borrowing Base Test (Aggregate) is failing.

"Borrowing Base Test" means a test that will be satisfied at any time (a) if Advances Outstanding (converting all amounts not denominated in Dollars to Dollars at the Spot Rate) are less than or equal to the Borrowing Base (Aggregate) at such time, (b) if Advances Outstanding which are denominated in CAD are less than or equal to the Borrowing Base (CAD) at such time, (c) if Advances Outstanding which are denominated in Dollars are less than or equal to the Borrowing Base (Dollars) at such time, (d) if Advances Outstanding which are denominated in EUR are less than or equal to the Borrowing Base (EUR) at such time, or (e) if Advances

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Outstanding which are denominated in GBP are less than or equal to the Borrowing Base (GBP) at such time.

"Borrowing Base Test (Aggregate)" means a test that will be satisfied at any time if Advances Outstanding (converting all amounts not denominated in Dollars to Dollars at the Spot Rate) are less than or equal to the lesser of (a) the Facility Amount and (b) the Borrowing Base (Aggregate) at such time.

"Breakage Fee" means, for Advances Outstanding which are repaid (in whole or in part) on any date other than a Payment Date, the breakage costs (other than lost profits), if any, related to such repayment, representing a Lender's loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees payable, and using any reasonable attribution or averaging methods which the Lender deems appropriate and practical, it hereby being understood that the amount of any loss, costs or expense payable by the Borrower to any Lender as Breakage Fee shall be determined in the respective Lender's reasonable discretion and shall be conclusive absent manifest or demonstrable error.

"Bridge Loan" means any loan that (a) is unsecured and incurred in connection with a merger, acquisition, consolidation or sale of all or substantially all of the assets of a Person or similar transaction and (b) by its terms, is required to be repaid within one (1) year of the incurrence thereof with proceeds from additional borrowings or other refinancings.

"Broadly Syndicated Loan" means any Loan Asset as of the related Cut-Off Date that is a syndicated commercial loan with (a) an original tranche size of $250,000,000 or greater (without consideration of any reductions thereof from scheduled or unscheduled amortization payments), (b) EBITDA of $75,000,000 or greater, (c) an issuer credit rating by S&P or a corporate family rating by ▇▇▇▇▇'▇ and (d) Same Day Pricing with a minimum quote depth of at least three (3) or as otherwise designated by the Administrative Agent on a name-by-name basis in the applicable Approval Notice.

"Business Day" means a day of the year other than (a) Saturday or a Sunday or (b) any other day (x) on which commercial banks in New York, New York are authorized or required by applicable law, regulation or executive order to close, (y) with respect to any determinations relating to an Alternative Currency Advance, on which banks are not open for dealings (i) in CAD deposits in Toronto, Canada, (ii) in EUR in the Euro zone interbank market, (iii) in GBP deposits in the London interbank market, or (z) with respect to the calculation of Daily Simple ▇▇▇▇▇, a day on which banks are closed for general business in London, United Kingdom.

"CAD" means, on any date of determination, the lawfully currency of Canada on such date.

"CAD Advance" means an Advance denominated in CAD.

"Canadian Available Tenor" means, as of any date of determination and with respect to the then-current Canadian Benchmark, as applicable, (a) if the then-current Canadian Benchmark is a term rate, any tenor for such Canadian Benchmark that is or may be used for determining the length of a Remittance Period, or (b) otherwise, any payment period for Yield calculated with reference to such Canadian Benchmark, as applicable, pursuant to this Agreement as of such date.

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"Canadian Benchmark" means, initially, Term ▇▇▇▇▇; provided that if a Canadian Benchmark Transition Event has occurred with respect to the Term ▇▇▇▇▇ Reference Rate or the then-current Canadian Benchmark, then "Canadian Benchmark" means the applicable Canadian Benchmark Replacement to the extent that such Canadian Benchmark Replacement has replaced such prior Canadian Benchmark pursuant to Section 2.20(e).

"Canadian Benchmark Conforming Changes" means, with respect to either the use or administration of Term ▇▇▇▇▇ or the use, administration, adoption or implementation of any Canadian Benchmark Replacement, any technical, administrative or operational changes (including but not limited to changes to the definition of "Business Day," the definition of "Remittance Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

"Canadian Benchmark Replacement" means, with respect to any Canadian Benchmark Transition Event,

(a) where a Canadian Benchmark Transition Event has occurred with respect to the Term ▇▇▇▇▇ Reference Rate, Daily Compounded ▇▇▇▇▇; and

(b) where a Benchmark Transition Event has occurred with respect to a Canadian Benchmark other than the Term ▇▇▇▇▇ Reference Rate, the sum of (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Canadian Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Canadian Benchmark Replacement Adjustment.

If the Canadian Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Canadian Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.

"Canadian Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Canadian Benchmark with a Canadian 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 giving due consideration to (a) any selection or recommendation of a spread adjustment, or method of calculating or determining such spread adjustment, for the replacement

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of such Benchmark with the applicable Canadian Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Canadian Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

"Canadian Benchmark Replacement Date" means a date and time determined by the Administrative Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Canadian Benchmark:

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

(b) in the case of clause (c) of the definition of "Canadian Benchmark Transition Event," the first date on which such Canadian Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Canadian Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in clause (c) and even if any Canadian Available Tenor of such Canadian Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the "Canadian Benchmark Replacement Date" will be deemed to have occurred in the case of clause (a) or (b) with respect to any Canadian Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Canadian Available Tenors of such Canadian Benchmark (or the published component used in the calculation thereof).

"Canadian Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Canadian Benchmark:

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

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof), the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Canadian Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Canadian Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Canadian Benchmark (or

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such component), which states that the administrator of such Canadian Benchmark (or such component) has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that all Canadian Available Tenors of such Canadian Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a "Canadian Benchmark Transition Event" will be deemed to have occurred with respect to any Canadian Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Canadian Available Tenor of such Canadian Benchmark (or the published component used in the calculation thereof).

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

"Capital Lease Obligations" means, with respect to any entity, the obligations of such entity to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such entity under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

"Cash Interest Coverage Ratio" means, with respect to any Loan Asset (other than a Recurring Revenue Loan) for any Relevant Test Period, the meaning of "Interest Coverage Ratio" or any comparable definition in the Underlying Instruments for such Loan Asset, and in the case that "Interest Coverage Ratio" or such comparable definition is not defined in such Underlying Instruments, the ratio of (a) EBITDA for the applicable test period, to (b) cash interest for the applicable test period, as calculated by the Servicer in accordance with the Servicing Standard using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Underlying Instruments.

"Change in Law" means the occurrence, after the date of this 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) any change in any generally accepted accounting principles or regulatory accounting principles and affecting the application of any law, rule, regulation or treaty referred to in clause (a) or (b) above; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives promulgated thereunder or issued in connection therewith and (y) all law, requests, rules, regulations, guidelines or directives promulgated by the Bank for International Settlements,

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the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law," regardless of the date enacted, adopted or issued.

"Change of Control" means an event that shall be deemed to have occurred if any of the following occur:

 

(a) with respect to the Borrower, Transferor at any time for any reason ceases to own, directly, 100% of the issued and outstanding membership interests of the Borrower (as the same may be adjusted for any combination, recapitalization or reclassification into a greater or smaller number of shares or units), free and clear of all Liens (other than pursuant to the Pledge Agreement), rights, options, warrants or other similar agreements or understandings;

(b) with respect to the Servicer, the Investment Manager ceases to be the investment manager (or the equivalent) of, and otherwise control the investment management and investment policies of, the Transferor or the Servicer, as applicable, and is not replaced by a Qualified Diameter Affiliate; and

(c) the dissolution, termination or liquidation, in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets of the Borrower, the Transferor or the Servicer, as applicable.

"Closing Date" means April 19, 2024.

"Closing Date Participation Interest" means a participation interest in a loan that satisfies each of the following criteria: (a) such participation is included in the Collateral within ten (10) Business Days of the Closing Date, (b) such participation would constitute a Loan Asset were it acquired directly, (c) the seller of such participation is a lender on the underlying loan, (d) the aggregate participation in the loan granted by such participation seller to all participants (including the Borrower) does not exceed the principal amount or commitment with respect to which such participation seller is a lender under such loan, (e) such participation does not grant, in the aggregate, to the participant in such participation a greater interest than the selling participation seller holds in the loan or commitment that is the subject of the participation, (f) the entire purchase price for such participation is paid in full (without the benefit of financing from the participation seller, other than any capital contribution deemed made in connection therewith) at the time of the participant's acquisition, (g) the participation provides the participant with all of the economic benefit and risk of the whole or part of the loan or commitment that is the subject of the loan participation, (h) such participation is documented under the Purchase and Sale Agreement, (i) such participation is not a sub-participation interest in any loan and (j) such participation shall be elevated to a full assignment within sixty (60) calendar days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion).

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

"Collateral" means all right, title, and interest (whether now owned or hereafter acquired or arising, and wherever located) of the Borrower in, to and under all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses,

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equipment, fixtures, contract rights, general intangibles, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, or other property of the Borrower, including, all right, title and interest of the Borrower in the following (in each case excluding the Retained Interest and the Excluded Amounts):

(i) the Loan Assets, and all monies due or to become due in payment under such Loan Assets on and after the related Cut-Off Date, including, but not limited to, all Available Collections;

(ii) the Related Asset with respect to the Loan Assets referred to in clause (i) above;

(iii) the Controlled Accounts and all Permitted Investments purchased with funds on deposit in the Controlled Accounts;

(iv) the Assigned Documents;

(v) the Purchase and Sale Agreement; and

(vi) all income and Proceeds of the foregoing.

For the avoidance of doubt, the term "Collateral" shall, for all purposes of this Agreement, be deemed to include any Loan Asset acquired directly by the Borrower from a third party in a transaction underwritten by the Transferor or any transaction in which the Borrower is the designee of the Transferor under the instruments of conveyance relating to the applicable Loan Asset.

"Collateral Administration and Agency Fee Letter" means the fee letter, dated as of April 19, 2024, among the Collateral Administrator, the Collateral Agent, the Collateral Custodian, the Account Bank, the Borrower and the Administrative Agent, as such letter may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.

"Collateral Administrator" means Siepe, LLC, not in its individual capacity, but solely as collateral administrator pursuant to the terms of this Agreement, together with its successor and assigns in such capacity.

"Collateral Administrator Expenses" means the expenses set forth in the Collateral Administration and Agency Fee Letter and any other accrued and unpaid expenses (including attorneys' fees, costs and expenses) and indemnity amounts payable by the Borrower to the Collateral Administrator under the Transaction Documents.

"Collateral Administrator Fees" means the fees due to the Collateral Administrator pursuant to the Collateral Administration and Agency Fee Letter.

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"Collateral Agent" means Citibank, N.A., not in its individual capacity, but solely as collateral agent pursuant to the terms of this Agreement, together with its successor and assigns in such capacity.

"Collateral Agent Expenses" means the expenses set forth in the Collateral Administration and Agency Fee Letter.

"Collateral Agent Fees" means the fees due to the Collateral Agent pursuant to the Collateral Administration and Agency Fee Letter.

"Collateral Agent Termination Notice" has the meaning assigned to that term in Section 10.05.

"Collateral Custodian" means Citibank, N.A., not in its individual capacity, but solely as collateral custodian pursuant to the terms of this Agreement, together with its successors and assigns in such capacity.

"Collateral Custodian Expenses" means the expenses set forth in the Collateral Administration and Agency Fee Letter and any other accrued and unpaid expenses (including attorneys' fees, costs and expenses) and indemnity amounts payable by the Borrower to the Collateral Custodian under the Transaction Documents.

"Collateral Custodian Fees" means the fees due to the Collateral Custodian pursuant to the Collateral Administration and Agency Fee Letter.

"Collateral Custodian Termination Notice" has the meaning assigned to that term in Section 11.05.

"Collateral Database" has the meaning assigned to that term in Section 13.02(a)(i).

"Collateral Quality Tests" means (a) the Weighted Average Spread Test, (b) the Weighted Average Life Test and (c) the Diversity Test.

"Collection Account" means, collectively, the USD Pass-Through Collection Account, the Interest Collection Account and the Principal Collection Account, which in each case are in the name of the Borrower subject to the lien and control of the Collateral Agent for the benefit of the Secured Parties; provided that the funds deposited therein (including any interest and earnings thereon) from time to time shall constitute the property and assets of the Borrower, and the Borrower shall be solely liable for any Taxes payable with respect to the Collection Account.

"Collection Date" means the date on which the aggregate outstanding principal amount of the Advances Outstanding have been repaid in full and all Yield and Fees and all other Obligations (other than unmatured contingent obligations for which no claim has been made) have been paid in full, and the Borrower shall have no further right to request any additional Advances.

"Commitment" means with respect to each Lender, (i) during the Revolving Period, the amount set forth opposite such ▇▇▇▇▇▇'s name on Annex A hereto (as such amount may be revised from time to time) or the amount set forth as such ▇▇▇▇▇▇'s "Commitment" on the Assignment and

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Acceptance relating to such Lender, as applicable, and (ii) during the Amortization Period, such ▇▇▇▇▇▇'s Pro Rata Share of the aggregate Advances Outstanding, in each case, as such amount may be increased or reduced pursuant to Section 2.16.

"Commitment Termination Date" means the earliest to occur of (a) the date that is three (3) years) following the Closing Date, (b) the occurrence of the Facility Maturity Date pursuant to clause (c) of the definition thereof, and (c) the Business Day designated by the Borrower to the Lender pursuant to Section 2.16(b) to terminate this Agreement.

"Concentration Denominator" means (a) during the Ramp-Up Period only, the greater of (i) the Target Portfolio Amount and (ii) the sum of the Outstanding Balances of all Eligible Loan Assets included as part of the Collateral on such date, plus amounts on deposit in the Principal Collection Subaccount (including Permitted Investments), plus amounts on deposit in the Unfunded Exposure Account (including Permitted Investments), and (b) thereafter, the sum of the Outstanding Balances of all Eligible Loan Assets included as part of the Collateral on such date, plus amounts on deposit in the Principal Collection Subaccount (including Permitted Investments), plus amounts on deposit in the Unfunded Exposure Account (including Permitted Investments).

"Concentration Limitations" means, for the purposes of determining the Excess Concentration Amount:

 

(a) not more than 5.0% of the Concentration Denominator may consist of Eligible Loan Assets that are issued by a single Obligor and its Affiliates, except that:

(i) Eligible Loan Assets issued by up to three (3) Obligors and their respective Affiliates may constitute up to 7.5% of the Concentration Denominator (provided that each such Eligible Loan Asset is a First Lien Loan and does not belong to any Specified Industry);

(b) not more than 12.0% of the Concentration Denominator may consist of Eligible Loan Assets that are issued by Obligors that belong to any single Industry Classification, except that:

(i) Eligible Loan Assets issued by Obligors that belong to the largest Industry Classification may constitute up to 20.0% (or, to the extent the largest Industry Classification is "Software," "Healthcare Equipment & Supplies" or "Professional Services," then 25.0%) of the Concentration Denominator;

(ii) Eligible Loan Assets issued by Obligors that belong to the second largest Industry Classification may constitute up to 15.0% of the Concentration Denominator;

notwithstanding anything to the contrary in this clause (c):

(1) not more than 5.0% of the Concentration Denominator may consist of Eligible Loan Assets issued by Obligors that belong to any single Specified Industry, and

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(2) not more than 15.0% of the Concentration Denominator may consist of Eligible Loan Assets issued by Obligors that belong to Specified Industries in the aggregate;

(c) not more than 7.5% of the Concentration Denominator may consist of Eligible Loan Assets that are Second Lien Loans;

(d) not more than 5.0% of the Concentration Denominator may consist of Eligible Loan Assets that are FLLO Loans;

(e) not more than 5.0% of the Concentration Denominator may consist of Eligible Loan Assets that are Unfunded Exposure Amounts related to Delayed Draw Loan Assets and funded commitments or Unfunded Exposure Amounts related to Revolving Loans in the aggregate;

(f) not more than 5.0% of the Concentration Denominator may consist of Eligible Loan Assets that are fixed rate Loan Assets;

(g) not more than 5.0% of the Concentration Denominator may consist of Eligible Loan Assets that are Cov-Lite Loan Assets (other than any Cov-Lite Loan Asset for which the related Obligor of such Cov-Lite Loan Asset has a most-recently reported trailing twelve (12)-month EBITDA of greater than $75,000,000 as of the related Cut-Off Date);

(h) not more than 7.5% of the Concentration Denominator may consist of Eligible Loan Assets that are Recurring Revenue Loans;

(i) not more than 20.0% of the Concentration Denominator may consist of Eligible Loan Assets with a Total Leverage Ratio of greater than 6.50:1.00 as of any date of determination;

(j) not more than 10.0% of the Concentration Denominator may consist of Eligible Loan Assets that are PIK Loan Assets (other than any PIK Loan Asset that has a minimum cash spread of at least 5.0% and such spread is payable at least quarterly);

(k) not more than 15.0% of the Concentration Denominator may consist of Eligible Loan Assets that are issued by an Obligor that has an EBITDA of less than $20,000,000 as of the related Cut-Off Date;

(l) not more than 15.0% of the Concentration Denominator may consist of Eligible Loan Assets denominated in CAD, EUR or GBP; and

(m) not more than 15.0% of the Concentration Denominator may consist of Eligible Loan Assets that are issued by Obligors organized in Qualified Jurisdictions.

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

"Constituent Documents" means in respect of any Person, the certificate or articles of formation, incorporation or organization, the limited liability company agreement, operating

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agreement, partnership agreement, joint venture agreement or other applicable agreement of formation or organization (or equivalent or comparable constituent documents), articles of association and other organizational documents and by-laws and any certificate of incorporation, certificate of formation, certificate of limited partnership and other agreement, similar instrument filed or made in connection with its formation or organization, in each case, as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof. For the avoidance of doubt, the "Constituent Documents" of the Borrower include, the Borrower Consent, the Borrower Certificate of Formation and the Borrower LLC Agreement.

"Control Agreement" means that certain Control Agreement, dated as of the Closing Date, among the Borrower, the Servicer, the Account Bank, the Administrative Agent and the Collateral Agent, which agreement relates to the Controlled Accounts, as such agreement may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.

"Controlled Accounts" means the Collection Account, the Custodial Account and the Unfunded Exposure Account.

"▇▇▇▇▇" means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

"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.

"Cov-Lite Loan Asset" means a Loan Asset that is not subject to any Maintenance Covenants; provided that a Loan Asset shall not constitute a Cov-Lite Loan Asset if the Underlying Instruments contain a cross-default or cross-acceleration provision to, or such Loan Asset is pari passu with another loan of the Obligor that requires the Obligor to comply with one or more Maintenance Covenants (including, for the avoidance of doubt, financial covenants in a revolving loan that are applicable only after the occurrence of specified events).

"Credit Risk Loan" means a Loan Asset that is not a Defaulted Loan but which has, in the Borrower's or the Servicer's reasonable judgment (exercised in accordance with the Servicing Standard), a significant risk of declining in credit quality and, with lapse of time, becoming a Defaulted Loan.

"Currency Disruption Event" means the occurrence of any of the following with respect to any Eligible Currency: (a) any Lender shall have notified the Administrative Agent, the Collateral Agent and the Borrower of a determination by such Lender that it would be contrary to law or to the directive of any central bank or other Governmental Authority (whether or not having the force of law) to obtain such Eligible Currency in the applicable market to fund any Advance, (b) any Lender shall have notified the Administrative Agent, the Collateral Agent and the Borrower of a determination by such Lender that the rate at which such Eligible Currency is being offered to such Lender in the applicable market does not accurately reflect the cost to such Lender of making, funding or maintaining any Advance or (c) any Lender shall have notified the Administrative Agent, the Collateral Agent and the Borrower of the inability of such Lender, as applicable, to

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obtain such Eligible Currency or such other rate in the applicable market to make, fund or maintain any Advance.

"Custodial Account" means, collectively, the account designated as "USD Custodial Account" (with account number ▇▇▇▇▇▇▇▇) and the account designated as "Global Custodial Account" into which such accounts the Loan Assets and any original Required Loan Documents shall be credited.

"Cut-Off Date" means, with respect to each Loan Asset (or any portion thereof), the date such Loan Asset (or any portion thereof) is committed to be acquired by the Borrower and, in the case of any Delayed Draw Loan Asset or Revolving Loan, irrespective of the dates or numbers of draws thereunder subsequent to the date such Loan Asset is committed to be acquired by the Borrower.

"Daily Compounded ▇▇▇▇▇" means for any day, ▇▇▇▇▇ with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a lookback) being established by the Administrative Agent in accordance with the methodology and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded ▇▇▇▇▇ 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; provided, further, that if the administrator has not provided or published CORRA and a Canadian Benchmark Replacement Date with respect to CORRA has not occurred, then, in respect of any day for which ▇▇▇▇▇ is required, references to ▇▇▇▇▇ will be deemed to be references to the last provided or published ▇▇▇▇▇; provider, further, that if Daily Compounded ▇▇▇▇▇ as so determined shall be less than the Floor, then Daily Compounded ▇▇▇▇▇ shall be deemed to be the Floor.

"Daily Simple SOFR" means, for any day, SOFR, with the conventions for this rate (which may 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 at such times; provided that, if the Administrative Agent decides that any such convention is not administratively feasible, then the Administrative Agent may establish another convention in its reasonable discretion.

"Daily Simple ▇▇▇▇▇" means, for any day (a "▇▇▇▇▇ Rate Day"), a rate per annum equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, GBP, the sum of (a) ▇▇▇▇▇ for the day (such day, a "▇▇▇▇▇ Determination Day") that is five (5) Business Days prior to (i) if such ▇▇▇▇▇ Rate Day is a Business Day, such ▇▇▇▇▇ ▇▇▇▇ Day, or (ii) if such ▇▇▇▇▇ Rate Day is not a Business Day, the Business Day immediately preceding such ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, in each case, as such ▇▇▇▇▇ is published by the ▇▇▇▇▇ Administrator on the ▇▇▇▇▇ Administrator's Website by 12:00 p.m. (London, United Kingdom time) and (b) 0.1193%. If by 5:00 p.m. (London, United Kingdom time) on the second (2nd) Business Day immediately following the ▇▇▇▇▇ Determination Day, ▇▇▇▇▇ in respect of such ▇▇▇▇▇ Determination Day has not been published on the ▇▇▇▇▇ Administrator's Website and a ▇▇▇▇▇ Replacement Date with respect to Daily Simple ▇▇▇▇▇ has not occurred, then the ▇▇▇▇▇ for such ▇▇▇▇▇ Determination Day will be the ▇▇▇▇▇ as published in respect of the first (1st)

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preceding Business Day for which such ▇▇▇▇▇ was published on the ▇▇▇▇▇ Administrator's Website; provided that any ▇▇▇▇▇ determined pursuant to this sentence shall be utilized for purposes of calculating Daily Simple ▇▇▇▇▇ for no more than three (3) consecutive ▇▇▇▇▇ Rate Days; provided, further, that any calculation of Daily Simple ▇▇▇▇▇ shall be rounded to four (4) decimal places and if that rate is less than the Floor, the Daily Simple ▇▇▇▇▇ shall be deemed to be the Floor. Any change in Daily Simple ▇▇▇▇▇ due to a change in the ▇▇▇▇▇ shall be effective from and including the effective date of such change in the ▇▇▇▇▇ without notice to the Borrower.

"Debt-to-Recurring Revenue Ratio" means, with respect to any Loan Asset that is a Recurring Revenue Loan for any Relevant Test Period, the meaning of "Debt-to-Recurring Revenue Ratio" or any comparable definition in the Underlying Instruments for each Loan Asset, and in any case that "Debt-to-Recurring Revenue Ratio" or such comparable definition is not defined in such Underlying Instruments, the ratio of (a) Indebtedness of the related Obligor less Unrestricted Cash, to (b) Recurring Revenue, as calculated by the Servicer in accordance with the Servicing Standard using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Underlying Instruments; provided that, in the event of a lack of any such information necessary to calculate the Debt-to-Recurring Revenue Ratio, the Debt-to-Recurring Revenue Ratio shall be a ratio calculated by the Servicer in accordance with the Servicing Standard in consultation with the Administrative Agent.

"Defaulted Loan" means any Loan Asset as to which any one of the following events has occurred:

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"Defaulting Lender" means any Lender that: (i) has failed to fund any of its obligations to make Advances within two (2) Business Days following the applicable Advance Date, (ii) has notified the Administrative Agent or the Borrower that it does not intend to comply with such funding obligations or has made a public statement to that effect with respect to such funding obligations hereunder or under other agreements in which it commits to extend credit, (iii) has, for two (2) or more Business Days, failed, in good faith, to confirm in writing to the Administrative Agent, in response to a written request of the Administrative Agent, that it will comply with its funding obligations hereunder, (iv) has, or has a direct or indirect parent company that has, become subject to a Bankruptcy Event or (v) has become the subject of a Bail-In Action. Any determination that a Lender is a Defaulting Lender under clauses (i) through (iv) above will be made by the Administrative Agent in its reasonable discretion, and notice of such determination shall be given to the Borrower and the Servicer.

"Delayed Draw Loan Asset" means a Loan Asset that is fully committed on the initial funding date of such Loan Asset and is required to be fully funded in one or more installments on draw dates, but which does not permit the re-borrowing of any amounts previously repaid by the Obligor; provided that any such Loan Asset will no longer be a Delayed Draw Loan Asset once all commitments by the Borrower to make advances to the related Obligor expire or are terminated or reduced to zero.

"Determination Date" means, with respect to each Payment Date and each Reporting Date, the last Business Day of the calendar month immediately preceding each such Payment Date and each such Reporting Date.

"DIP Loan" means any Loan Asset (a) with respect to which the related Obligor is a debtor-in-possession as defined under the Bankruptcy Code, (b) which has the priority allowed pursuant to Section 364 of the Bankruptcy Code and (c) the terms of which have been approved by a court of competent jurisdiction.

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"Disbursement Request" means a disbursement request from the Borrower to the Administrative Agent and the Collateral Agent (with a copy to the Collateral Administrator) in the form attached hereto as Exhibit C in connection with a disbursement request from the Unfunded Exposure Account in accordance with Section 2.04(d) or a disbursement request from the Principal Collection Subaccount in accordance with Section 2.18, as applicable.

"Discretionary Sale" has the meaning assigned to that term in Section 2.07(a).

"Diversity Score" means, as of any day, a single number that indicates collateral concentration in terms of both issuer and industry concentration, calculated as set forth in Schedule V hereto, as such Schedule V may be updated at the option of the Administrative Agent in its sole discretion to reflect any revisions to criteria published by Moody's.

"Diversity Test" means a test that will be satisfied on any date of determination after the Ramp-Up Period if the Diversity Score is greater than or equal to 12.0.

"Dollar Advance" means an Advance denominated in Dollars.

"Dollar Equivalent" means, (a) for any amount denominated in Dollars, such amount, and (b) for any amount denominated in any other currency, the equivalent amount thereof in Dollars determined by the Servicer, the Account Bank or the Administrative Agent, as applicable, using the Spot Rate.

"Dollars" means, and the conventional "$" signifies, the lawful currency of the United States of America.

"EBITDA" means, with respect to any Relevant Test Period and any Loan Asset (other than a Recurring Revenue Loan), (x) the meaning of "EBITDA," "Adjusted EBITDA" or any comparable definition in the Underlying Instruments for such Loan Asset (or, in the case of a Loan Asset for which the Underlying Instruments have not been executed, as set forth in the relevant marketing materials or financial model in respect of such Loan Asset, until the first testing period after the Underlying Instruments have been executed, or as otherwise determined in good faith by the Servicer in accordance with the Servicing Standard), or (y) in any case that "EBITDA," "Adjusted EBITDA" or such comparable definition is not defined in such Underlying Instruments or such marketing materials or financial model, an amount, for the principal Obligor on such Loan Asset and any of its parents or Subsidiaries that are obligated pursuant to the Underlying Instruments for such Loan Asset (determined by the Servicer in accordance with the Servicing Standard on a consolidated basis without duplication in accordance with GAAP) equal to net income from continuing operations for such period plus (a) cash interest expense, (b) income taxes, (c) depreciation and amortization for such period (to the extent deducted in determining earnings from continuing operations for such period), (d) amortization of intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs), to the extent not otherwise included in clause (c) above, other non-cash charges and organization costs, (e) extraordinary losses in accordance with GAAP, and (f) any other item the Borrower and the Administrative Agent mutually deem to be appropriate.

"EBITDA Adjustments" means, with respect to any Loan Asset, as identified in the related Underlying Instrument and calculated as of the date on which such Underlying Instrument was

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executed or, if the meaning of "runrate," "cost savings," "synergies," "expected revenue" or any comparable definitions in the Underlying Instrument for such Loan Asset were amended or modified, calculated as of the date on which such underlying amendment was executed, the sum of:

(a) unrealized "runrate" earnings or cost savings (excluding adjustments to owner's or management compensation); and

(b) expected revenue or unrealized cost synergies (excluding adjustments to owner's or management compensation).

"EBITDA Adjustments Percentage" means, a fraction, expressed as a percentage, equal to (x) EBITDA Adjustments, divided by (y) EBITDA (as defined in or calculated pursuant to the related Underlying Instrument) as of the related Cut-Off Date. For uncapped EBITDA Adjustments, the EBITDA Adjustments Percentage shall be deemed to be greater than 30.0%.

"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.

"Effective Spread" means, as of any date of determination, with respect to any (i) floating rate Eligible Loan Asset, the current per annum rate at which it pays interest minus the Benchmark applicable during the Remittance Period in which such date of determination occurs and (ii) fixed rate Eligible Loan Asset, the interest rate for such Eligible Loan Asset minus the Benchmark applicable during the Remittance Period in which such date of determination occurs; provided, that, in each case, (a) with respect to any unfunded commitment of any Delayed Draw Loan Asset or Revolving Loan, as applicable, the Effective Spread means the commitment fee payable with respect to such unfunded commitment and (b) with respect to the funded portion of any commitment under any Delayed Draw Loan Asset or Revolving Loan, as applicable, the Effective Spread means the current per annum rate at which it pays interest minus the Benchmark applicable during the Remittance Period in which such date of determination occurs.

"Eligibility Criteria" means the criteria set forth in Schedule II hereto.

"Eligible Currency" means CAD, Dollars, EUR and GBP.

"Eligible Loan Asset" means each Loan Asset (a) with respect to which an Approval Notice has been executed by the Administrative Agent (other than with respect to a Specified Loan Asset)

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and (b) that satisfies at all times each of the Eligibility Criteria set forth in Schedule II (other than (A) any Eligibility Criteria only required to be satisfied at the Cut-Off Date, which shall be satisfied on such date, and (B) any Eligibility Criteria waived by the Administrative Agent in its sole discretion with respect to such Loan Asset).

"Environmental Laws" means any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other legally binding requirements (including, without limitation, principles of common law) of any Governmental Authority, regulating, relating to or imposing liability or standards of conduct concerning pollution, the preservation or protection of the environment, natural resources or human health (including employee health and safety), or the generation, manufacture, use, labeling, treatment, storage, handling, transportation or release of, or exposure to, Materials of Environmental Concern, as has been, is now, or may at any time hereafter be, in effect.

"Equity Cure Notice" has the meaning assigned to that term in Section 2.06(c).

"Equity Cushion" means, with respect to any Obligor and as calculated by the Servicer, the pro forma ratio of (a) the equity of such Obligor to (b) the total capitalization of such Obligor, determined as of the Cut-Off Date.

"Equity Interests" means, with respect to any Person, its equity ownership interests, its common stock and any other capital stock or other equity ownership units of such Person authorized from time to time, and any other shares, options, interests, participations or other equivalents (however designated) of or in such Person, whether voting or nonvoting, including common stock, options, warrants, preferred stock, phantom stock, membership units (common or preferred), stock appreciation rights, membership unit appreciation rights, convertible notes or debentures, stock purchase rights, membership unit purchase rights and all securities convertible, exercisable or exchangeable, in whole or in part, into any one or more of the foregoing.

"Equity Security" means (a) any equity security or any other security that is not eligible for purchase by the Borrower as an Eligible Loan Asset and (b) any security purchased as part of a "unit" with an Eligible Loan Asset and that itself is not eligible for purchase by the Borrower as an Eligible Loan Asset.

"ERISA" means the United States Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the relevant Person, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with that Person, or (c) solely for purposes of Section 302 of ERISA and Section 412 of the Code, a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as, or that otherwise is aggregated under Section 414(o) of the Code with, that Person, any corporation described in clause (a) above or any trade or business described in clause (b) above.

"ERISA Event" means (a) with respect to a Pension Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the

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thirty (30) day notice period has been waived; (b) a withdrawal by the Borrower or any of its ERISA Affiliates from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as a termination under Section 4062(e) of ERISA; (c) the failure to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, with respect to a Pension Plan; (d) the failure to make any required contribution to a Multiemployer Plan; (e) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to a complete or partial withdrawal by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan, written notification of the Borrower or any of its ERISA Affiliates concerning the imposition of any withdrawal liability, as such term is defined in Part I of Subtitle E of Title IV of ERISA, as a result of a complete or partial withdrawal from a Multiemployer Plan or written notification that a Multiemployer Plan is insolvent or is in reorganization within the meaning of Title IV of ERISA or in "endangered" or "critical" status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the filing under Section 4041(c) of ERISA of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041 or Section 4041A of ERISA, or the receipt by the Borrower or any of its ERISA Affiliates from the PBGC of any notice relating to the intention to terminate a Pension Plan or Multiemployer Plan; (h) the imposition of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or Multiemployer Plan, other than for the payment of plan contributions or PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any of its ERISA Affiliates; or (i) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) which could result in liability to the Borrower or any of its ERISA Affiliates.

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

"EUR" means the single currency of the Participating Member States.

"EUR Advance" means an Advance denominated in EUR.

"EURIBOR" means, for any day during the Remittance Period, with respect to any EUR Advance (or portion thereof), the rate per annum (carried out to the fifth (5th) decimal place) equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Reuters Screen (or any applicable successor page) at approximately 11:00 a.m., London time, on such day that displays the average European Money Markets Institute Settlement Rate (such page currently being EURIBOR01) for deposits in EUR with a term equivalent to three (3) months; provided that if such rate is not available at any such time for any reason, then "EURIBOR" with respect to any Advance shall be the rate at which Euro deposits of €5,000,000 and for a three (3) month maturity are offered by the principal London office of the Administrative Agent or the principal London office of any bank reasonably selected by the Administrative Agent in immediately available funds in the Euro-zone interbank market at approximately 11:00 a.m., London time, on the applicable day (or, if such day is not a Business Day, on the immediately preceding Business Day); provided, further, that, in the event that the rate as so determined above

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shall be less than the Floor, such rate shall be deemed to be the Floor for purposes of this Agreement. ▇▇▇▇▇▇▇ shall always be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

"Event of Default" has the meaning assigned to that term in Section 7.01.

"Excepted Persons" has the meaning assigned to that term in Section 12.12(a).

"Excess Concentration Amount" means, as of any date of determination, with respect to any Eligible Loan Asset included in the Collateral, the amount by which the Adjusted Borrowing Value (without giving effect to clause (ii) of the definition thereof) of such Eligible Loan Asset exceeds any applicable Concentration Limitations, to be calculated by the Servicer without duplication, after giving effect to any sales, purchases or substitutions of Loan Assets as of such date; provided that with respect to any Eligible Loan Asset or portion thereof, if more than one Concentration Limitation would be exceeded, the Concentration Limitation that would result in the highest Excess Concentration Amount shall be used to determine the Excess Concentration Amount.

"Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Excluded Amounts" means (a) any amount received in the Collection Account with respect to any Loan Asset included as part of the Collateral, which amount is attributable to the payment of any Tax, fee or other charge imposed by any Governmental Authority on such Loan Asset or on any Related Collateral and (b) any amount received in the Collection Account or other Controlled Account representing (i) a reimbursement of insurance premiums, (ii) any escrows relating to Taxes, insurance and other amounts in connection with Loan Assets which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements under the Underlying Instruments, (iii) amounts received in the Collection Account with respect to any Loan Asset retransferred or substituted for upon the occurrence of a Warranty Breach Event or that is otherwise replaced by a Substitute Eligible Loan Asset, or that is otherwise sold or transferred by the Borrower pursuant to Section 2.07, to the extent such amount is attributable to a time after the effective date of such replacement or sale, (iv) any interest accruing on a Loan Asset prior to the related Cut-Off Date that was not purchased by the Borrower and is for the account of the Person from whom the Borrower purchased such Loan Asset, and (v) amounts deposited into the Collection Account manifestly in error.

"Excluded Taxes" means (a) Taxes imposed on or measured by the Recipient's net income (however denominated), franchise Taxes imposed on the Recipient, and branch profits Taxes imposed on the Recipient, in each case, (i) 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 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 any Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender pursuant to a law in effect on the date on which (i) such Lender becomes a party hereto (other than pursuant to an assignment request by the Borrower under Section 2.19(c)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.11, amounts with respect to such Taxes were payable either

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to such ▇▇▇▇▇▇'s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient's failure to comply with Section 2.11(f), and (d) any withholding Taxes imposed under FATCA.

"Facility Amount" means the aggregate Commitments as then in effect, which on the ClosingFirst Amendment Effective Date shall be $200,000,000300,000,000, as such amount may be reduced pursuant to Section 2.17(b); provided that, at all times during the Amortization Period, the Facility Amount shall mean the aggregate Advances Outstanding at such time.

"Facility Maturity Date" means the earliest of (a) the Business Day designated by the Borrower to the Lender pursuant to Section 2.16(b) to terminate this Agreement, (b) the Stated Maturity or (c) the date on which the Facility Maturity Date is declared (or is deemed to have occurred automatically) pursuant to Section 7.01.

"FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor versions of Sections 1471 through 1474 of the Code that are substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code (or any amended or successor version described above) and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement among Governmental Authorities and implementing such Sections of the Code.

"Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source.

"Fees" means (a) the Unused Fee and (b) the fees payable to each Lender pursuant to the terms of any Lender Fee Letter.

"Financial Asset" has the meaning specified in Section 8-102(a)(9) of the UCC.

"Financial Covenant Test": means a test that will be satisfied on any date of determination if:

(a) the Transferor maintains (i) Unrestricted Cash, plus (ii) Unpledged Capital Commitments, plus (iii) undrawn commitments, which are available to be drawn and are not legally or contractually restricted for any particular purpose or use, under any credit facility with respect to which the Transferor is not in default and an event of default has not occurred, in either case, pursuant to the related facility documents, in an aggregate amount equal to or greater than the greater of (x) $25,000,000 or (y) 5.0% of the aggregate principal amount of all Indebtedness of the Borrower;

(b) as of the end of the most recently ended fiscal quarter, the Net Asset Value of the Transferor, plus the Unpledged Capital Commitments is at least equal to 50.0% of the Total Committed Capital; and

(c) the BDC Asset Coverage is greater than 1.50:1.00.

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"First Amendment" means that certain First Amendment to Loan and Servicing Agreement, dated as of September 11, 2024, among the Borrower, the Servicer, the Transferor, the Administrative Agent, the Lenders party thereto, the Collateral Agent, the Account Bank, the Collateral Custodian and the Collateral Administrator.

"First Amendment Effective Date" has the meaning assigned to the term "First Amendment Effective Date" in the First Amendment.

"First Lien Loan" means any Loan Asset (a) that is secured by a valid and perfected first priority Lien on substantially all of the Obligor's assets constituting Related Collateral, subject to any Permitted Working Capital Liens and any expressly permitted Liens under the Underlying Instrument for such Loan Asset or such comparable definition if "permitted liens" is not defined therein, (b) that provides that the payment obligation of the Obligor on such Loan Asset is either senior to, or pari passu with, and is not (and cannot by its terms become) subordinate (other than Indebtedness related to Permitted Working Capital Lien) in right of payment to all other Indebtedness of such Obligor (excluding Permitted Working Capital Liens), (c) for which Liens on the Related Collateral securing any other outstanding Indebtedness of the Obligor (excluding Permitted Working Capital Liens and expressly permitted Liens described in clause (a) above but including Liens securing Second Lien Loans) are expressly subject to and contractually or structurally subordinate to the priority Liens securing such First Lien Loan, (d) that the value of the Related Collateral securing the Loan Asset (or the enterprise value and ability to generate cash flow) on or about the Cut-Off Date equals or exceeds the Outstanding Balance of the Loan Asset plus the aggregate outstanding balances of all other Indebtedness of equal seniority secured by the same Related Collateral (other than with respect to any Specified Loan Asset), (e) for which the Senior Leverage Ratio as of the Cut-Off Date is less than 4.75:1.00, and (f) that is not a Second Lien Loan, Unitranche Loan, FLLO Loan or Recurring Revenue Loan.

"FLLO Loan" means any Loan Asset that satisfies all of the requirements set forth in either the definition of "First Lien Loan" (other than clause (e) thereof) or "Unitranche Loan" except that, at any time prior to and/or after an event of default under the Underlying Instrument, such Loan Asset will be paid after one or more tranches of First Lien Loans and Unitranche Loans, as applicable, issued by the Obligor have been paid in full in accordance with a specified waterfall or other priority of payments as specified in the Underlying Instrument, an agreement among lenders or other applicable agreement; provided that any Loan Asset that would otherwise be a FLLO Loan, but for which the ratio of (x) "first out" committed amount of the Obligor to (y) EBITDA of the Obligor is less than 1.25:1.00 as of the Cut-Off Date, shall be deemed to be a First Lien Loan or a Unitranche Loan, as applicable, for all purposes hereunder.

"Floor" means, for any transaction under this Agreement, the benchmark rate floor (which in no case may be less than zero and shall be zero if not otherwise stated therein), if any, provided for in this Agreement with respect to any Benchmark as determined for such transaction.

"Foreign Plan" means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to or by, or entered into with, the Borrower with respect to employees outside the United States.

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

"GBP" means the lawful currency of the United Kingdom.

"GBP Advance" means an Advance denominated in GBP.

"GBP" means the lawful currency of the United Kingdom.

"Global Custodial Account" means, the account designated as the "Global Custodial Account" (with account number 615203856).

"Governmental Authority" means, with respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person.

"Governmental Plan" has the meaning assigned to that term in Section 4.01(x).

"Grant" or "Granted" means to grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of setoff against, deposit, set over and confirm. A Grant of the Collateral, or of any other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including, the immediate continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of the Collateral, and all other monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

"Hague Convention" has the meaning assigned to that term in Section 6.04(e).

"Increased Costs" means any amounts required to be paid by the Borrower to an Affected Party pursuant to Section 2.10.

"Indebtedness" means:

(a) with respect to any Obligor under any Loan Asset, the meaning "Indebtedness" "Debt" or any comparable definition in the Underlying Instrument for each such Loan Asset, and in any case that "Indebtedness" or such comparable definition is not defined in such Underlying Instrument, without duplication, (i) all obligations of such entity for borrowed money or with respect to deposits or advances of any kind, (ii) all obligations of such entity evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such entity under conditional sale or other title retention agreements relating to property acquired by such entity, (iv) all obligations of such entity in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (v) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or

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otherwise, to be secured by) any Lien on property owned or acquired by such entity, whether or not the indebtedness secured thereby has been assumed, (vi) all guarantees by such entity of indebtedness of others, (vii) all Capital Lease Obligations of such entity, (viii) all obligations, contingent or otherwise, of such entity as an account party in respect of letters of credit and letters of guaranty and (ix) all obligations, contingent or otherwise, of such entity in respect of bankers' acceptances, but in each case expressly excluding (but, in the case of clauses (A) through (G), only in the case of the underlying Related Assets), (A) letters of credit, to the extent undrawn or otherwise cash collateralized, bankers' acceptances and surety bonds, whether or not matured (unless such indebtedness constitutes drawn and unreimbursed amounts), (B) earn-outs and similar deferred purchase price, but only so long as such earn-outs and similar deferred purchase price remain contingent in nature or, if no longer contingent in nature, does not remain past due for more than ten (10) Business Days following the due date therefor, (C) working capital and similar purchase price adjustments in connection with acquisitions not prohibited hereunder, (D) royalty payments made in the ordinary course of business in respect of licenses (to the extent such licenses are otherwise permitted), (E) accruals for payroll and other non-interest bearing liabilities incurred in the ordinary course of business, (F) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), and (G) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured; and

(b) for all other purposes, with respect to any Person at any date, (i) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (iv) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (v) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the indebtedness secured thereby has been assumed, (vi) all guarantees by such Person of indebtedness of others, (vii) all Capital Lease Obligations of such Person, (viii) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (ix) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances, but expressly excluding any obligation of such Person to fund any Loan Asset constituting a Delayed Draw Loan Asset or a Revolving Loan, as applicable.

"Indemnified Amounts" has the meaning assigned to that term in Section 8.01.

"Indemnified Party" has the meaning assigned to that term in Section 8.01.

"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 Transaction Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

"Indemnifying Party" has the meaning assigned to that term in Section 8.04.

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"Independent Manager" means a natural person who, (a) for the five (5)-year period prior to his or her appointment as Independent Manager, has not been, and during the continuation of his or her service as Independent Manager is not: (i) an employee, director, stockholder, member, manager, partner or officer of the Borrower or any of its respective Affiliates (other than his or her service as an Independent Manager of the Borrower or other Affiliates of the Borrower or the Transferor that are structured to be "bankruptcy remote"); (ii) a customer or supplier of the Borrower or any of its Affiliates (other than his or her service as an Independent Manager of the Borrower or other Affiliates of the Borrower or the Transferor that are structured to be "bankruptcy remote"); or (iii) any member of the immediate family of a person described in sub-clause (i) or sub-clause (ii) of this clause (a), and (b) has (i) prior experience as an Independent Manager for a corporation or limited liability company whose charter documents required the unanimous consent of all Independent Managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least five (5) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of secured or securitized structured finance instruments, agreements or securities.

"Indorsement" has the meaning specified in Section 8-102(a)(11) of the UCC, and "Indorsed" has a corresponding meaning.

"Industry Classification" means any of the industry categories set forth in Schedule VI hereto, including any modifications that may be made thereto or additional categories that may be subsequently established by reference to the Global Industry Classification Standard codes; provided that the Administrative Agent has provided its prior written consent to any such modification or additional category.

"Initial Advance" means the first Advance made pursuant to Article II.

"Instrument" has the meaning specified in Section 9-102(a)(47) of the UCC.

"Insurance Policy" means, with respect to any Loan Asset, an insurance policy covering liability and physical damage to, or loss of, the Related Collateral.

"Interest Collection Subaccount" means, collectively, the account designated as "USD Interest Collection Account]" (with account number ▇▇▇▇▇▇▇▇), the account designated as "DIAMETER CCH II-INTEREST – CAD" (with account number ▇▇▇▇▇▇▇▇), the account designated as "DIAMETER CCH II-INTEREST – EUR" (with account number ▇▇▇▇▇▇▇▇) and the account designated as "DIAMETER CCH II-INTEREST – GBP" (with account number ▇▇▇▇▇▇▇▇), into which such accounts Interest Collections shall be segregated.

"Interest Collections" means, with respect to any date of determination, without duplication, the sum of:

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provided that any amounts received in respect of any Defaulted Loan will constitute Principal Collections (and not Interest Collections) until the aggregate of all collections in respect of such Defaulted Loan since it became a Defaulted Loan equals the Outstanding Balance of such Loan Asset at the time it became a Defaulted Loan.

 

"Investment Criteria" means with respect to each Loan Asset acquired by the Borrower, compliance with each of the requirements set forth below immediately after giving effect to such acquisition:

"Investment Manager" means Diameter Principal Finance LLC.

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"I/O Loan" means the interest-only loan made available under this Agreement as described in Section 2.01(a), which is comprised of a notional amount equal to the I/O Notional Loan Amount. For the avoidance of doubt, no holder of any of the I/O Loan shall be deemed to be a "Lender" for the purposes of any voting rights as specified herein.

"I/O Notional Loan" has the meaning set forth in Section 2.01(c).

"I/O Notional Loan Amount" means, with respect to each Lender, the amount set forth as such opposite such ▇▇▇▇▇▇'s name on Annex A hereto or that may be assigned to it pursuant to Section 12.04, as such amount may be (a) reduced pursuant to Section 2.16 or (b) increased or reduced automatically to reflect any increase or reduction in the Commitments pursuant to this Agreement.

"I/O Notional Loan Lender Percentage" means, with respect to any Lender, the amount of any percentage set forth as such opposite such ▇▇▇▇▇▇'s name on Annex A hereto or that may be assigned to it pursuant to Section 12.04, in each case as set forth more specifically on a schedule that shall be maintained by the Administrative Agent, updated by the Administrative Agent from time to time, and available upon the Borrower's request.

"I/O Rate" has the meaning set forth in the Lender Fee Letter.

"Joinder Supplement" means an agreement among the Borrower, a ▇▇▇▇▇▇ and the Administrative Agent in the form of Exhibit M (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Closing Date.

"Lender" means (a) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (so long as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ holds Commitments and/or Advances hereunder) and (b) any Lender, and/or any other Person to whom a Lender assigns any part of its rights and obligations under this Agreement and the other Transaction Documents in accordance with the terms of Section 12.04.

"Lender Fee Letter" means each fee letter agreement that shall be entered into by and among the Borrower, the Servicer, the applicable Lender and/or the Administrative Agent in connection with the transactions contemplated by this Agreement, as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.

"Lien" means any mortgage or deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, claim, preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale, lease or other title retention agreement, sale subject to a repurchase obligation, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) or the filing of or agreement to give any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction.

"Loan Asset" means (a) any commercial loan acquired by the Borrower, but excluding, as applicable, the Retained Interest and Excluded Amounts, and (b) any Closing Date Participation Interest; provided, however, that to the extent the Borrower acquires more than one position of a commercial loan on separate dates, each such position shall be treated as a separate Loan Asset for

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all purposes hereunder and under each other Transaction Document, unless the Administrative Agent, in its sole discretion, elects to treat such positions as a single Loan Asset; provided, further, that to the extent the Borrower's undrawn commitments under any Delayed Draw Loan Asset or Revolving Loan, as applicable, has been increased after the acquisition of such Delayed Draw Loan Asset or Revolving Loan, as applicable, by the Borrower (whether through an assignment or an amendment of the Underlying Instrument), such increased commitment shall be treated as a separate Delayed Draw Loan Asset or Revolving Loan, as applicable, for all purposes hereunder and under each other Transaction Document, unless the Administrative Agent, in its sole discretion, elects to treat such increased commitment as part of the original Delayed Draw Loan Asset or Revolving Loan, as applicable.

"Loan Asset Checklist" means an electronic or hard copy, as applicable, of a checklist delivered by or on behalf of the Borrower to the Collateral Custodian, for each Loan Asset, of all applicable Required Loan Documents to be included within the respective Loan File.

"Loan Asset Schedule" means the Loan Asset Schedule set forth as Schedule IV hereto identifying the Loan Assets delivered by the Borrower or Servicer to the Collateral Custodian and the Administrative Agent. Each such schedule shall set forth the applicable information specified on Schedule IV, which shall also be provided to the Collateral Custodian in electronic format acceptable to the Collateral Custodian.

"Loan Assignment" has the meaning set forth in the Purchase and Sale Agreement.

"Loan File" means, with respect to each Loan Asset, a file containing (a) each of the documents and items as set forth on the Loan Asset Checklist with respect to such Loan Asset and (b) duly executed originals (to the extent required by the Servicing Standard) and copies of any other Records relating to such Loan Assets and Related Asset pertaining thereto.

"Maintenance Covenant" means, as of any date of determination, a covenant by the Obligor of a Loan Asset to comply with one or more financial covenants during each reporting period applicable to such Loan Asset, whether or not any action by, or event relating to, the Obligor occurs after such date of determination; provided that a covenant that otherwise satisfies the definition hereof and only applies when amounts are outstanding under the related Loan Asset shall be a Maintenance Covenant.

"Margin Stock" means "margin stock" as such term is defined in Regulation T, U or X of the Federal Reserve Board.

"Material Adverse Effect" means, with respect to any event or circumstance, a material adverse effect on (a) the business, financial condition, operations, performance or properties of the Transferor, the Servicer or the Borrower (excluding, for the avoidance of doubt, a decline in the asset value of the Borrower or a change in general market conditions or values of the Loan Assets), (b) the validity, enforceability or collectability of this Agreement or any other Transaction Document or the validity, enforceability or collectability of the Loan Assets generally or any material portion of the Loan Assets, (c) the rights and remedies of the Collateral Agent, the Collateral Custodian, the Account Bank, the Administrative Agent, any Lender and the Secured Parties with respect to matters arising under this Agreement or any other Transaction Document,

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(d) the ability of each of the Borrower, the Transferor and the Servicer to perform their respective obligations under this Agreement or any other Transaction Document, or (e) the status, existence, perfection, priority or enforceability of the Collateral Agent's lien on the Collateral; provided that, for the avoidance of doubt, "Material Adverse Effect" does not include the occurrence of a Value Adjustment Event, a Material Modification or a change in the Assigned Value in relation to any one or more Eligible Loan Assets.

"Material Modification" means any amendment or waiver of, or modification or supplement with respect to, an Underlying Instrument governing an Eligible Loan Asset executed or effected on or after the Cut-Off Date for such Eligible Loan Asset (or, in the case of clause (c) below, a change to any other Indebtedness of the Obligor, as applicable) which:

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"Materials of Environmental Concern" means any material, substance or waste that is listed, regulated, or otherwise defined as hazardous, toxic, radioactive, a pollutant or a contaminant (or words of similar regulatory intent or meaning) under applicable Environmental Law, or which could give rise to liability under any Environmental Law.

"Maturity Amendment" means, any amendment to the Underlying Instruments of any Loan Asset which delays or extends the maturity date or any principal payment date for such Loan Asset.

"Maximum Portfolio Advance Rate" means, as of any date of determination, the advance rate corresponding to the Diversity Score of the Eligible Loan Assets included in the Collateral as of such date, as set forth below:

Diversity Score (x)	Maximum Portfolio Advance Rate
x < 5.0	0%
5.0 < x < 8.0	25%
8.0 < x < 10.0	50%
10.0 < x < 15.0	60%
x > 15.0	65%

"Measurement Date" means each of the following dates: (a) the Closing Date; (b) each Reporting Date occurring in a calendar month in which a Payment Date does not occur; (c) each Payment Date; (d) the date as of which an Advance or reduction of the Advances Outstanding is

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requested; (e) the date as of which a release of Principal Collections is requested pursuant to Section 2.18; (f) the date of any Discretionary Sale described in Section 2.07(a); (g) the date as of which the Servicer obtains actual knowledge of any Value Adjustment Event; (h) the date as of which a Borrowing Base Deficiency occurs; and (i) any other date reasonably requested by the Administrative Agent.

"Minimum Equity Amount" means the greater of (a) the sum of the Outstanding Balances of all Eligible Loan Assets that are the obligations of the four (4) largest Obligors and (b) 20.0% of the Facility Amount.

"Minimum Utilization" means (a) on any day during the Ramp-Up Period, 0% of the Facility Amount, and (b) at all other times, 75.0% of the Facility Amount.

"▇▇▇▇▇'▇" means ▇▇▇▇▇'▇ Investors Service, Inc. (or its successors in interest).

"▇▇▇▇▇▇ ▇▇▇▇▇▇▇" means ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., and its successors and assigns.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the applicable Person or any ERISA Affiliate of that Person contributed or had any obligation to contribute, or with respect to which such Person or ERISA Affiliate has any liability (whether actual or contingent).

"Net Asset Value" means, as of any date of determination, the "net asset value" or comparable defined term, as determined in accordance with the Transferor's Constituent Documents.

"Non-Consenting Lender" has the meaning assigned to that term in Section 2.19(d).

"Non-USD Controlled Accounts" means the CAD Interest Collection Account, the CAD Principal Collection Account, the CAD Unfunded Exposure Account, the EUR Interest Collection Account, the EUR Principal Collection Account, the EUR Unfunded Exposure Account, the GBP Interest Collection Account, the GBP Principal Collection Account, the GBP Unfunded Exposure Account and the Global Custodial Account.

"Noteless Loan" means a Loan Asset with respect to which the Underlying Instruments (a) do not require the Obligor to execute and deliver a promissory note to evidence the Indebtedness

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created under such Loan Asset or (b) require any holder of the Indebtedness created under such Loan Asset to affirmatively request a promissory note from the related Obligor (and none has been requested with respect to such Loan Asset held by the Borrower).

"Notice of Borrowing" means a written notice of borrowing from the Borrower to the Administrative Agent in the form attached hereto as Exhibit D.

"Notice of Exclusive Control" has the meaning given to such term in the Control Agreement.

"Notice of Reduction" means a notice of a reduction of the Advances Outstanding pursuant to Section 2.16, in the form attached hereto as Exhibit E.

"Obligations" means all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Lenders, the Administrative Agent, the Account Bank, the Secured Parties, the Collateral Agent, the Collateral Administrator or the Collateral Custodian arising under this Agreement and/or any other Transaction Document and shall include, all liability for Yield and principal of the Advances Outstanding, all liability for Yield and all other sums due to Lenders from time to time in respect of the I/O Loan, Breakage Fees, indemnifications and other amounts due or to become due by the Borrower to the Lenders, the Administrative Agent, the Collateral Agent, the Collateral Custodian, the Collateral Administrator, the Secured Parties and the Account Bank under this Agreement and/or any other Transaction Document, including, any Lender Fee Letter, any Prepayment Premium and documented costs and expenses payable by the Borrower to the Lenders, the Administrative Agent, the Account Bank, the Collateral Agent, the Collateral Administrator or the Collateral Custodian, including reasonable and documented out-of-pocket attorneys' fees, costs and expenses, including interest, fees and other obligations that accrue after the commencement of an insolvency proceeding (in each case whether or not allowed as a claim in such insolvency proceeding).

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

"Obligor Information" means, with respect to any Obligor and to the extent available to the Servicer using commercially reasonable efforts, (a) the legal name of such Obligor, (b) the jurisdiction in which such Obligor is domiciled, organized or incorporated, (c) the audited financial statements for such Obligor for the three (3) prior fiscal years (or such shorter period of time that the Obligor has been in existence), (d) the Servicer's internal credit memorandum with respect to the Obligor and the related Loan Asset, including explanation of any EBITDA adjustments and detailed projections of free cash flow through maturity, (e) any lender presentations and confidential information memorandum received by the Servicer, (f) the annual report for the most recent fiscal year of such Obligor, (g) a company forecast for such Obligor including plans related to capital expenditures, (h) the financials for the most recent fiscal quarter, (i) the shareholding pattern and details of the management team of such Obligor, (j) details of any banking facilities

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and the debt maturity schedule of such Obligor, (k) Underlying Instruments and (l) any other information the Administrative Agent may reasonably request.

"OFAC" means the U.S. Department of Treasury's Office of Foreign Assets Control.

"Officer's Certificate" means a certificate signed by a Responsible Officer of any Person.

"Opinion of Counsel" means a customary written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in its sole discretion.

"Origination Date" means, with respect to the determination of "Specified Loan Asset," the date on which the Underlying Instruments were entered into.

"Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Transaction Document).

"Other Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Transaction Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19(c)).

"Outstanding Balance" means with respect to a Loan Asset, as of any date of determination, (a) if such Loan Asset is denominated in and payable in Dollars, the outstanding principal balance of such Loan Asset as of such date and (b) except in connection with the calculation of the Borrowing Base (CAD), the Borrowing Base (EUR) and the Borrowing Base (GBP), if such Loan Asset is denominated and payable in an Eligible Currency other than Dollars, the equivalent in Dollars of the outstanding principal amount of such Loan Asset as of such date determined by the Administrative Agent using the Spot Rate (or, for purposes of reporting by the Collateral Agent, the Spot Rate as determined by the Collateral Agent pursuant to clause (y) of the definition thereof), in the case of either of the foregoing clauses (a) or (b), exclusive of any PIK Interest or accrued interest on such Loan Asset as of such date; provided that, for purposes of calculating the "Outstanding Balance" of any PIK Loan Asset, principal payments received on such Loan Asset shall first be applied to reducing or eliminating any outstanding PIK Interest or accrued interest.

"Pari Passu Provisions" means, in relation to any amount payable pursuant to Section 2.04:

(a) (v) in the case of any item (or items) ranking pari passu denominated in Dollars, the Borrower shall use an amount of Dollars from the Available Collections to make payments in Dollars to meet such item or items, (x) in the case or any item (or items) ranking pari passu denominated in CAD, the Borrower shall use an amount of CAD from the Available Collections to make payments in CAD to meet such item or items, (y) in the case of any item (or items) ranking pari passu denominated in EUR, the Borrower shall use an amount of EUR from the Available

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Collections to make payments in EUR to meet such item or items and (z) in the case of any item (or items) ranking pari passu denominated in GBP, the Borrower shall use an amount of GBP from the Available Collections to make payments in GBP to meet such item or items;

(b) (x) if there is an insufficient aggregate amount comprised in the Available Collections to meet any such item (or items) ranking pari passu denominated in Dollars, the Borrower shall direct the Collateral Agent to exchange a sufficient amount denominated in an Eligible Currency other than Dollars from the Available Collections, if such is available after application of any amounts in such Eligible Currency in respect of any items ranking pari passu subject to and in accordance with Section 2.04, into Dollars at the Spot Rate to meet such item or items, (y) if there is an insufficient aggregate amount comprised in the Available Collections to meet any such item (or items) ranking pari passu denominated in an Eligible Currency other than Dollars, the Borrower shall direct the Collateral Agent to exchange a sufficient amount denominated in Dollars from the Available Collections, if such is available after application of any Dollar amounts in respect of any items ranking pari passu subject to and in accordance with Section 2.04, into such Eligible Currency at the Spot Rate to meet such item or items, or (z) if there is an insufficient aggregate amount comprised in the Available Collections to meet any such item (or items) ranking pari passu denominated in an Eligible Currency other than Dollars, the Borrower shall direct the Collateral Agent to exchange a sufficient amount denominated in any other Eligible Currency other than such Eligible Currency and Dollars from the Available Collections, if such is available after application of any amounts in the other Eligible Currency in respect of any items ranking pari passu subject to and in accordance with Section 2.04, into such Eligible Currency at the Spot Rate to meet such item or items, in the case of the foregoing clauses (x), (y) and (z), subject to such exchange being sufficient to pay any remaining item (or items) ranking pari passu denominated in (in the case of clause (x)) Dollars or (in the case of clauses (y) or (z)) an Eligible Currency other than Dollars, and provided that where such amounts are insufficient, all payments for such item (or items) ranking pari passu shall be made in accordance with clause (c) below; and

(c) if there is an insufficient aggregate amount in the Available Collections to meet all items ranking pari passu in full, then the relevant shortfall shall be borne proportionately between such items, and in such circumstances, the Available Collections (determined in Dollars, with amounts in an Eligible Currency other than Dollars converted into Dollars by the Administrative Agent at the Spot Rate) to be applied in respect of such items ranking pari passu shall be applied in respect of such items, pro rata (based on the percentage of the aggregate amount payable in respect of all such items represented by each such item, in each case, determined in Dollars, with amounts in an Eligible Currency other than Dollars converted into Dollars by the Administrative Agent at the Spot Rate).

"Participant Register" has the meaning assigned to such term in Section 12.04(e).

"Participating Member State" means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to economic and monetary union.

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

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"Payment" has the meaning assigned to such term in Section 12.21(a).

"Payment Date" means the fourteenth (14th) calendar day of each January, April, July and October, unless such day is not a Business Day, in which case the following Business Day, commencing in July, 2024; provided that the final Payment Date shall occur on the Collection Date.

"Payment Notice" has the meaning assigned to such term in Section 12.21(b).

"PBGC" means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

"Pension Plan" means an "employee pension benefit plan" as such term is defined in Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA or Section 412 of the Code and is sponsored or maintained by the Borrower or any ERISA Affiliate of the Borrower or to which the Borrower or any ERISA Affiliate of the Borrower contributes or has an obligation to contribute, or has any liability (whether actual or contingent).

"Permitted Investments" means, as of any date of determination:

No Permitted Investment shall have an "f," "r," "p," "pi," "q," "sf" or "t" subscript affixed to its S&P rating. Any such investment may be made or acquired from or through the Collateral Agent or the Administrative Agent or any of their respective Affiliates, or any entity for whom the Collateral Agent, the Administrative Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates provides services and receives compensation (so long as such investment otherwise meets the applicable requirements of the foregoing definition of Permitted Investment at the time of acquisition). The Collateral Agent and Collateral Custodian shall have no obligation to determine or oversee compliance with the foregoing.

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"Permitted Liens" means (a) with respect to the interest of the Borrower in the Loan Assets included in the Collateral, Liens granted pursuant to or by the Transaction Documents, and (b) with respect to the interest of the Borrower in the rest of the Collateral (including any Related Collateral), (i) Liens for state, municipal or other local Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of such Person, (ii) purchase money security interests in certain items of equipment, (iii) Liens imposed by law, such as materialmen's, warehousemen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith, (iv) Liens in favor of the Collateral Agent created pursuant to this Agreement, (v) with respect to agented Loan Assets, Liens in favor of the lead agent, the collateral agent or the paying agent for the benefit of all holders of Indebtedness of the related Obligor, and (vi) with respect to any Related Collateral, Liens permitted by the applicable Underlying Instrument.

"Permitted RIC Distribution" means distributions to the Transferor (from the Collection Account or otherwise) to the extent required to allow the Transferor to make sufficient distributions to qualify as a "regulated investment company" within the meaning of Section 851 of the Code and to otherwise eliminate federal or state income or excise taxes payable by the Transferor in or with respect to any taxable year of the Transferor (or any calendar year, as relevant); provided that (A) the amount of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of the Transferor shall not exceed 115% of the amounts that the Borrower would have been required to distribute to the Transferor to: (i) allow the Borrower to satisfy the minimum distribution requirements that would be imposed by Section 852(a) of the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to zero for any such taxable year the Borrower's liability for federal income taxes imposed on (x) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto) and (y) its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero the Borrower's liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of sub-clauses (i), (ii) or (iii), calculated assuming that the Borrower had qualified to be taxed as a "regulated investment company" under the Code and (B) after the occurrence and during the continuance of an Unmatured Event of Default or an Event of Default, all such distributions shall be prohibited.

"Permitted Working Capital Lien" means, with respect to any Loan Asset, a Lien on the applicable Related Collateral (a) that is first priority under Applicable Law, (b) on specified accounts, documents, instruments, chattel paper, letter-of-credit rights, supporting obligations, deposit and investment accounts and (c) that (i) is set forth on the related Approval Notice, (ii) is otherwise expressly permitted under the applicable Underlying Instruments existing on the Cut-Off Date for such Eligible Loan Asset or (iii)is otherwise approved by the Administrative Agent in writing in its sole discretion.

"Person" means an individual, partnership, corporation (including a statutory or business trust), limited liability company, joint stock company, trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity.

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"PIK Interest" means interest accrued on a Loan Asset that is added to the principal amount of such Loan Asset instead of being paid as cash interest as it accrues.

"PIK Loan Asset" means a Loan Asset which provides for a portion of the interest that accrues thereon to be added to the principal amount of such Loan Asset for some period of time prior to such Loan Asset requiring the current cash payment of such previously capitalized interest, which cash payment shall be treated as an Interest Collection at the time it is received.

"Pledge Agreement" means that certain Pledge Agreement, dated as of the Closing Date, between the Transferor, as pledgor, and the Collateral Agent, as pledgee, as such Pledge Agreement may from time to time be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.

"Politically Exposed Person" means a natural person currently or formerly entrusted with a senior public role or function (e.g., a senior official in the executive, legislative, military, administrative, or judicial branches of government), an immediate family member of a prominent public figure, a known close associate of a prominent public figure, or any corporation, business or other entity that has been formed by, or for the benefit of, a prominent public figure. Immediate family members include family within one-degree of separation of the prominent public figure (e.g., spouse, parent, sibling, child, step-child, or in-law). Known close associates include those widely- and publicly-known close business colleagues and personal advisors to the prominent public figure, in particular financial advisors or persons acting in a fiduciary capacity.

"Portfolio ICR Test" means a test that will be satisfied on any Payment Date after the first Payment Date if the Portfolio Interest Coverage Ratio is at least 1.50:1.00.

"Portfolio Interest Coverage Ratio" means, with respect to a Determination Date preceding a Payment Date, the ratio of (a) the amounts on deposit in the Interest Collection Subaccount minus the amounts owing on such Payment Date under clause (i) and clause (ii) of Section 2.04(a) divided by (b) the amounts owing on such Payment Date under clause (iv) of Section 2.04(a).

"Prepayment Premium" means, in the event that this Agreement is terminated or the Facility Amount is permanently reduced, in each case, pursuant to Section 2.16(b), (a) prior to the one (1) year anniversary of the Closing Date, an amount equal to 2.0%, or (b) on or after the one (1) year anniversary of the Closing Date, but prior to the two (2) year anniversary of the Closing Date, an amount equal to 1.0%, in each case, of either (x) the Facility Amount, in the case of such termination, or (y) the amount of such reduction, in the case of such permanent reduction of the Facility Amount and, in each case, such amounts shall be payable pro rata to each Lender at the time of such termination or such reduction, as applicable; provided that the Prepayment Premium shall be calculated without giving effect to the proviso in the definition of "Facility Amount."

"Principal Collection Subaccount" means, collectively, the account designated as "USD Principal Collection Account" (with account number ▇▇▇▇▇▇▇▇), the account designated as "DIAMETER CCH II-PRINCIPAL – CAD" (with account number ▇▇▇▇▇▇▇▇), the account designated as "DIAMETER CCH II-PRINCIPAL – EUR" (with account number ▇▇▇▇▇▇▇▇) and the account designated as "DIAMETER CCH II-PRINCIPAL – GBP" (with account number ▇▇▇▇▇▇▇▇), into which such accounts Principal Collections shall be segregated.

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"Principal Collections" means with respect to any date of determination, all amounts received by the Borrower during the related Remittance Period that do not constitute Interest Collections and any other amounts that have been designated as Principal Collections pursuant to the terms of this Agreement.

"Pro Rata Share" means, with respect to each Lender, the percentage obtained by dividing the Commitment of such Lender (or, following the termination thereof, the outstanding principal amount of all Advances of such Lender), by the aggregate Commitments of all the Lenders (or, following the termination thereof, the aggregate Advances Outstanding).

"Proceeds" means, with respect to any property included in the Collateral, all property that is receivable or received when such property is collected, sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment with respect to such Collateral including any insurance relating thereto.

"Purchase and Sale Agreement" means that certain Purchase and Sale Agreement, dated as of the Closing Date, between the Transferor, as the seller, and the Borrower, as the purchaser, as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.

"Purchase Price" means, with respect to any Loan Asset, an amount (expressed as a percentage of par) equal to the greater of (a) zero and (b) the actual price paid by the Borrower for such Loan Asset; provided that if the actual price paid by the Borrower for such Loan Asset exceeds 100% of par, the Purchase Price shall be deemed to be 100%.

"Qualified Diameter Affiliate" means any Affiliate of Diameter Credit Company or the Investment Manager reasonably acceptable to the Administrative Agent, as applicable, (a) that has the ability and experience to professionally and competently perform duties similar to those imposed upon the Servicer or the Investment Manager, as applicable, under this Agreement and the other Transaction Documents, (b) that is legally qualified and has the capacity and applicable licenses and other regulatory qualifications to act as Servicer or Investment Manager, as applicable, under this Agreement and the other Transaction Documents, (c) for which the Administrative Agent has received all internal credit approvals, "know-your-customer" documentation and information requested in its sole discretion or required by regulatory authorities, and (d) that shall assume the obligations of the Servicer or the Investment Manager, as applicable, under this Agreement and the other Transaction Documents.

"Qualified Jurisdictions" means any of Canada, France, Germany, the Netherlands, Spain and the United Kingdom.

"Ramp-Up Period" means the period beginning on the Closing Date and ending on the nine (9)-month anniversary thereof.

"Recipient" means the Administrative Agent and any Lender, as applicable.

"Recipient Lender" has the meaning assigned to such term in Section 12.21(a).

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"Records" means all documents relating to the Loan Assets, including books, records and other information executed in connection with the origination or acquisition of the Loan Assets or maintained with respect to the Loan Assets and the related Obligors that the Borrower, the Transferor or the Servicer have generated, in which the Borrower has acquired an interest pursuant to the Purchase and Sale Agreement or in which the Borrower or the Transferor have otherwise obtained an interest.

"Recoveries" means, with respect to any Defaulted Loan, the proceeds from the sale of the Related Collateral, the proceeds of any related Insurance Policy, any other recoveries with respect to such Loan Asset (without duplication) or the Related Collateral, and amounts representing late fees and penalties, net of any amounts received that are required under such Loan Asset, as applicable, to be refunded to the related Obligor.

"Recurring Revenue" means, with respect to any Eligible Loan Assets that are Recurring Revenue Loans, the definition of annualized recurring revenue used in the Underlying Instruments for each such Eligible Loan Asset, or any comparable term for "Revenue", "Recurring Revenue" or "Adjusted Revenue" in the Underlying Instruments for each such Eligible Loan Asset or if there is no such term in the Underlying Instruments, all recurring maintenance, service, support, hosting, subscription and other revenues identified by the Servicer (including, without limitation, software as a service subscription revenue), of the related Obligor and any of its parents or Subsidiaries that are obligated with respect to such Eligible Loan Asset pursuant to its Underlying Instruments (determined on a consolidated basis without duplication in accordance with GAAP).

"Recurring Revenue Loan" means any Loan Asset that otherwise satisfies all of the requirements set forth in the definition of "First Lien Loan" except that (i) it is underwritten based on the Recurring Revenue of the Obligor, as determined by the Administrative Agent, in consultation with the Servicer, and designated as such in the related Approval Notice, and (ii) neither clause (e) nor clause (f) of the definition of "First Lien Loan" is satisfied with respect to such Loan Asset.

"Reference Time" with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Term SOFR, the time set forth in the definition of Term SOFR, and (2) if such Benchmark is not Term SOFR, the time determined by the Administrative Agent in accordance with the Benchmark Replacement Conforming Changes.

"Register" has the meaning assigned to that term in Section 2.13.

"Registered" means a debt obligation that is in registered form for U.S. federal income tax purposes within the meaning of Section 881(c)(2)(B)(i) of the Code and the Treasury Regulations promulgated thereunder and that is issued after July 18, 1984; provided that a certificate of interest in a grantor trust shall not be treated as Registered unless each of the obligations or securities held by the trust was issued after that date.

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"Related Collateral" means, with respect to a Loan Asset, any property or other assets designated and pledged or mortgaged as collateral to secure repayment of such Loan Asset, as applicable, including, mortgaged property and/or a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.

"Release Date" has the meaning set forth in Section 2.07(b).

"Relevant Governmental Body" means, as applicable, (a) the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto, or (b) the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto.

"Relevant Test Period" means, with respect to any Loan Asset, the relevant test period for the calculation of Senior Leverage Ratio, Total Leverage Ratio, Cash Interest Coverage Ratio, EBITDA, Debt-to-Recurring Revenue Ratio or Recurring Revenue, as applicable, for such Loan

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Asset in the applicable Underlying Instrument or, if no such period is provided for therein, for Obligors delivering monthly financing statements, each period of the last twelve (12) consecutive reported calendar months, and for Obligors delivering quarterly financial statements, each period of the last four (4) consecutive reported fiscal quarters of the principal Obligor on such Loan Asset; provided that, with respect to any Loan Asset for which the relevant test period is not provided for in the applicable Underlying Instrument, if an Obligor is a newly‑formed entity or such Loan Asset has been newly issued as to which twelve (12) consecutive calendar months have not yet elapsed, "Relevant Test Period" shall initially include the period from the date of formation of such Obligor to the end of the twelfth (12th) calendar month or fourth (4th) fiscal quarter (as the case may be) from the date of formation, and shall subsequently include each period of the last twelve (12) consecutive reported calendar months or four (4) consecutive reported fiscal quarters (as the case may be) of such Obligor.

"Remittance Period" means, (a) as to the initial Payment Date, the period beginning on, and including, the Closing Date and ending on, and including, the Determination Date immediately preceding such Payment Date and (b) as to any subsequent Payment Date, the period beginning, and including, on the first day after the most recently ended Remittance Period and ending on, and including, the Determination Date immediately preceding such Payment Date, or, with respect to the final Remittance Period, the Collection Date.

"Replacement Servicer" has the meaning assigned to that term in Section 6.01(c).

"Reporting Date" means the fourteenth (14th) day of each calendar month; provided that if such day is not a Business Day then the Reporting Date shall occur on the following Business Day.

"Required Lenders" means (a) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (as a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) and its successors and assigns and (b) the other Lenders, if any, representing, together with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an aggregate of at least 51% of the aggregate Commitments of the Lenders then in effect.

"Required Loan Documents" means, for each Loan Asset, the following documents or instruments, all as specified on the related Loan Asset Checklist:

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

"Responsible Officer" means, (i) with respect to the Account Bank, the Collateral Agent and the Collateral Custodian, any officer within the Agency & Trust division (or any successor group of the Account Bank, Collateral Agent and the Collateral Custodian) including any vice president, assistant vice president or officer of the Account Bank, the Collateral Agent and the Collateral Custodian customarily performing functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Agency & Trust division because of such person's knowledge of and familiarity with the particular subject and, in each case, having direct responsibility for the administration of this transaction, (ii) with respect to the Collateral Administrator, any officer, employee, partner or agent of the Collateral Administrator who is authorized to act for the Collateral Administrator in matters relating to, and binding upon, the Collateral Administrator with respect to the subject matter of the request, certificate or order in question and (iii) with respect to any other Person, any duly authorized officer of such Person with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other duly authorized officer of such Person to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject.

"Restricted Junior Payment" means (a) any dividend or other distribution, direct or indirect, on account of any class of membership interests of the Borrower now or hereafter outstanding, except a dividend paid solely in interests of that class of membership interests or in any junior class of membership interests of the Borrower; (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any class of membership interests of the Borrower now or hereafter outstanding, (c) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire membership interests of the Borrower now or hereafter outstanding, and (d) any payment of management fees by the Borrower. For the avoidance of doubt, (x) payments and reimbursements due to the Servicer in accordance with this Agreement or any other Transaction Document do not constitute Restricted Junior Payments, and (y) distributions by the Borrower to holders of its membership interests of Loan Assets or of cash or other proceeds relating thereto which have been substituted by the Borrower in accordance with this Agreement shall not constitute Restricted Junior Payments.

"Retained Interest" means, with respect to any Loan Asset that is transferred to the Borrower, (a) all of the obligations, if any, of the agent(s) under the documentation evidencing such Loan Asset and (b) the applicable portion of the interests, rights and obligations under the documentation evidencing such Loan Asset that relate to such portion(s) of the indebtedness and interest in other obligations that are owned by another lender.

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"Review Criteria" has the meaning assigned to that term in Section 11.02(b)(i).

"Revolving Loan" means a loan that is a line of credit or contains an unfunded commitment arising from an extension of credit to an Obligor, pursuant to the terms of which amounts borrowed may be repaid and subsequently reborrowed; provided that any such Loan Asset will no longer be a Revolving Loan once all commitments by the Borrower to make advances to the related Obligor expire, are terminated or irrevocably reduced to zero.

"Revolving Period" means the period commencing on the Closing Date and ending on the day preceding the earlier to occur of (a) the Commitment Termination Date and (b) the Facility Maturity Date.

"S&P" means S&P Global Ratings, an S&P global business (and any successor or successors thereto).

"Sanctions" means any sanctions administered or enforced by the United States government (including OFAC and the U.S. Department of State), the European Union, His Majesty's Treasury (United Kingdom), the United Nations Security Council or any other relevant sanctions authority.

"Scheduled Payment" means each scheduled payment of principal and/or interest required to be made by an Obligor on the related Loan Asset, as adjusted pursuant to the terms of the related Underlying Instruments.

"Second Lien Loan" means any Loan Asset (a) that is secured by a valid and perfected Lien on substantially all of the Obligor's assets constituting Related Collateral for such Loan Asset, subject only to the prior Lien provided to secure the obligations under a "first lien" loan pursuant to typical commercial terms, any Permitted Working Capital Lien and any other expressly permitted Liens under the Underlying Instrument for such Loan Asset, including any "permitted liens" as defined in such Underlying Instrument, or such comparable definition if "permitted liens" is not defined therein, (b) that provides that the payment obligation of the Obligor on such Loan Asset is "senior debt" and, except for the express lien priority provisions and any associated subordination provisions under the documentation of the "first lien" lenders or the documentation with respect to any Permitted Working Capital Lien or any other indebtedness expressly permitted under clause (a) above, is either senior to, or pari passu with, all other Indebtedness of such Obligor, and (c) that the Servicer determines in accordance with the Servicing Standard that the value of the Related Collateral securing the Loan Asset (or the enterprise value and ability to generate cash flow) on or about the Cut-Off Date equals or exceeds the Outstanding Balance of the Loan Asset plus the aggregate outstanding balances of all other Indebtedness of equal or greater seniority secured by the same Related Collateral (including, without limitation, the outstanding principal balance of the "first lien" loan).

"Secured Obligations" has the meaning assigned to that term in Section 2.12(a).

"Secured Party" means each of the Administrative Agent, each Lender, each Affected Party, each Indemnified Party, the Collateral Administrator, the Collateral Custodian, the Collateral Agent and the Account Bank.

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"Senior Leverage Ratio" means, with respect to any Loan Asset or any portion of any Loan Asset (other than a Recurring Revenue Loan), as applicable, for any Relevant Test Period, either (a) the meaning of "Senior Leverage Ratio" or any comparable term set forth in the Underlying Instruments for such Loan Asset, or (b) in the case of any Loan Asset with respect to which the Underlying Instruments do not include a definition of "Senior Leverage Ratio" or comparable term, the ratio obtained by dividing (i) Indebtedness of the related Obligor (other than Indebtedness of such Obligor that is junior in terms of payment or Lien priority to the Loan Asset of such Obligor held by the Borrower) as of such date, minus the Unrestricted Cash of such Obligor as of such date by (ii) EBITDA, for the period of four (4) consecutive fiscal quarters most recently ended on or prior to such date, or if the Obligor of such Loan Asset was organized or formed within the previous year, another applicable test period as determined by the Administrative Agent in its sole discretion, as calculated by the Servicer in accordance with the Servicing Standard using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Underlying Instruments.

"Servicer" means, as of any date of determination, the Person then authorized, pursuant to Section 6.01 to service, administer, and collect on the Loan Assets and exercise rights and remedies in respect of the same.

"Servicer Default" means the occurrence of any one or more of the following events:

(a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including with respect to bifurcation and remittance of Interest Collections and Principal Collections) or the Unfunded Exposure Account, as required by any Transaction Documents, which continues unremedied for a period of three (3) Business Days;

(b) (i) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or more agreements for borrowed money to which it is a party in an aggregate amount in excess of $10,000,000, individually or in the aggregate or (ii) the occurrence of any event or condition that has resulted in the acceleration of such recourse debt;

(c) any failure by the Servicer to deliver any required Servicing Report on or before the date such report is required to be made or given under the terms of this Agreement which continues unremedied for a period of five (5) Business Days;

(d) any Change of Control with respect to the Servicer or any merger of the Servicer into another Person other than a Qualified Diameter Affiliate (where the Servicer is not a surviving entity) without the prior written consent of the Administrative Agent in its sole discretion shall occur;

(e) any assignment of the rights or obligations as "Servicer" hereunder to any Person other than a Qualified Diameter Affiliate without the prior written consent of the Administrative Agent, which consent may be withheld by the Administrative Agent in its sole and absolute discretion;

(f) any representation, warranty or certification made by the Servicer (in each case, solely in its capacity as Servicer) in any Transaction Document or in any certificate delivered

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pursuant to any Transaction Document shall prove to have been incorrect in any material respect (or if such representation, warranty or certification is already qualified by the words "material" "materiality," "Material Adverse Effect," then such representation, warranty or certification shall have been incorrect in any respect) when made which continues to be unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been received by the Servicer and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;

(g) except as otherwise provided in this definition of "Servicer Default," any failure on the part of the Servicer (in each case, solely in its capacity as Servicer) duly to (i) observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including any delegation of the Servicer's duties that is not permitted by Section 6.01 of this Agreement) in any material respect (or if such covenant or agreement is already qualified by the words "material," "materially," "Material Adverse Effect," then such covenant or agreement shall fail to be observed or performed in any respect) or (ii) comply with the Servicing Standard regarding the servicing of the Collateral, and, in each case, the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (x) the date on which written notice of such failure is given or (y) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;

(h) a Bankruptcy Event shall occur with respect to the Servicer;

(i) (i) the rendering of one or more judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in excess individually or in the aggregate of $10,000,000 against the Servicer, and the Servicer shall not within sixty (60) days have either (a) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (b) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be stayed during the pendency of the appeal; or (ii) any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Servicer to enforce any such judgment;

(j) an Event of Default shall occur and be continuing; or

(k) the Servicer ceases to be a "business development company" within the meaning of the 1940 Act

"Servicer ERISA Event" means (a) with respect to a Pension Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived; (b) a withdrawal by the Servicer or any of its ERISA Affiliates from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as a termination under Section 4062(e) of ERISA; (c) the failure to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, with respect to a Pension Plan; (d) the failure to make any required contribution to a Multiemployer Plan; (e) the incurrence by the Servicer or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to a complete or partial withdrawal

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by the Servicer or any of its ERISA Affiliates from a Multiemployer Plan, written notification of the Servicer or any of its ERISA Affiliates concerning the imposition of any withdrawal liability, as such term is defined in Part I of Subtitle E of Title IV of ERISA, as a result of a complete or partial withdrawal from a Multiemployer Plan or written notification that a Multiemployer Plan is insolvent or is in reorganization within the meaning of Title IV of ERISA or in "endangered" or "critical" status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the filing under Section 4041(c) of ERISA of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041 or Section 4041A of ERISA, or the receipt by the Servicer or any of its ERISA Affiliates from the PBGC of any notice relating to the intention to terminate a Pension Plan or Multiemployer Plan; (h) the imposition of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or Multiemployer Plan, other than for the payment of plan contributions or PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Servicer or any of its ERISA Affiliates; or (i) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) which could result in liability to the Servicer or any of its ERISA Affiliates.

"Servicer Pension Plan" means an "employee pension benefit plan" as such term is defined in Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA or Section 412 of the Code and is sponsored or maintained by the Servicer or any ERISA Affiliate of the Servicer or to which the Servicer or any ERISA Affiliate of the Servicer contributes or has an obligation to contribute, or has any liability (whether actual or contingent).

"Servicer Removal Notice" has the meaning assigned to that term in Section 6.01(b).

"Servicer's Certificate" has the meaning assigned to that term in Section 6.08(c).

"Servicing Fee" means the fee payable to the Servicer on each Payment Date in arrears in respect of each Remittance Period, which fee shall be equal to the product of (a) 0.25% per annum, (b) the arithmetic mean of the aggregate Outstanding Balance of all Eligible Loan Assets on the first day and on the last day of the related Remittance Period and (c) the actual number of days in such Remittance Period, divided by 360; provided that, in the sole discretion of the Servicer, the Servicer may, from time to time, waive all or any portion of the Servicing Fee payable on any Payment Date; provided, further, that the Servicing Fee shall be deemed to be $0 to the extent that the Servicer is Affiliated with the Borrower or Diameter Credit Company.

"Servicing Report" has the meaning assigned to that term in Section 6.08(b).

"Servicing Standard" means, with respect to any Loan Assets included in the Collateral, to service and administer such Loan Assets in good faith and with reasonable care, using a degree of skill and attention no less than that which the Servicer exercises with respect to comparable assets that it manages for itself, its Affiliates and others and in accordance with the Servicer's existing practices and procedures investing in assets of the nature and character of the Collateral. To the extent consistent with the foregoing, the Servicer shall, in performing its duties under the Transaction Documents, follow its customary standards, policies and procedures and exercise a

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degree of skill and attention no less than that which it exercises with respect to comparable assets that it manages for itself and for other clients having similar investment objectives and restrictions.

"Similar Law" has the meaning assigned to that term in Section 4.01(x).

"SOFR" with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York's Website.

"SOFR Advance" means an Advance that bears interest at a rate based on Term SOFR.

"Solvent" means, as to any Person as of any date of determination, having a state of affairs such that all of the following conditions are met: (a) the fair value of the property of such Person is greater than the amount of such Person's liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in a business or a transaction, and does not propose to engage in a business or a transaction, for which such Person's property assets would constitute unreasonably small capital.

"▇▇▇▇▇" means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the ▇▇▇▇▇ Administrator on the ▇▇▇▇▇ Administrator's Website.

"▇▇▇▇▇ Administrator" means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

"▇▇▇▇▇ Administrator's Website" means the Bank of England's website, currently at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇, or any successor source for the Sterling Overnight Index Average identified as such by the ▇▇▇▇▇ Administrator from time to time.

"▇▇▇▇▇ Determination Day" has the meaning assigned to that term in the definition of "Daily Simple ▇▇▇▇▇."

"▇▇▇▇▇ ▇▇▇▇ Day" has the meaning assigned to that term in the definition of "Daily Simple ▇▇▇▇▇."

"▇▇▇▇▇ Replacement Date" means the earliest to occur of the following events with respect to Daily Simple ▇▇▇▇▇:

(a) the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of Daily Simple ▇▇▇▇▇ (or the

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published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of Daily Simple ▇▇▇▇▇ (or such component thereof); or

(b) the first date on which Daily Simple ▇▇▇▇▇ (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of Daily Simple ▇▇▇▇▇ (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication and even if any Available Tenor of Daily Simple ▇▇▇▇▇ (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (A) if the event giving rise to the ▇▇▇▇▇ Replacement Date for Daily Simple ▇▇▇▇▇ occurs on the same day as, but earlier than, the ▇▇▇▇▇ Determination Day in respect of any determination, the ▇▇▇▇▇ Replacement Date will be deemed to have occurred prior to the ▇▇▇▇▇ Determination Day for Daily Simple ▇▇▇▇▇ and for such determination and (B) the "▇▇▇▇▇ Replacement Date" will be deemed to have occurred in the case of clauses (a) or (b) with respect to Daily Simple ▇▇▇▇▇ upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of Daily Simple ▇▇▇▇▇ (or the published component used in the calculation thereof).

"Specified Industries” means (i) the "Broadline Retail" and "Specialty Retail" Industry Classifications, (ii) the "Oil, Gas & Consumable Fuels" Industry Classification, and (iii) the "Publishing" sub-industry of the "Media" Industry Classification.

"Specified Loan Asset" means any Eligible Loan Asset that meets the following criteria as of the applicable Cut-Off Date:

Criteria	Condition
Loan Type:	First Lien Loan or Unitranche Loan
Minimum EBITDA for the Relevant Test Period most recently ended prior to the applicable Cut-Off Date:	$25,000,000
Maximum EBITDA Adjustments Percentage of less than:	30.0%
Origination Date:	Not more than twelve (12) months prior to the date such Loan Asset has been sold, contributed or transferred to the Borrower
Senior Leverage Ratio for the Relevant Test Period most recently ended prior to the applicable Cut-Off Date is less than:	6.00:1.00

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Minimum Cash Interest Coverage Ratio for the Relevant Test Period most recently ended prior to the applicable Cut-Off Date:	1.75:1.00
Equity Cushion of greater than:	40.0%
Excluded assets:	PIK Loan Asset and Broadly Syndicated Loans
Minimum Purchase Price:	97.0%
Industry Classification:	Cannot be in a Specified Industry

"Spot Rate" means, as of any date of determination, with respect to the conversion of any Eligible Currency (other than Dollars), (x) for an actual currency exchange, the applicable currency-Dollar rate available through the Collateral Agent's banking facilities (or, if the Collateral Agent has notified the Administrative Agent and the Borrower that it will no longer provide such services or if the Account Bank or one of its Affiliates is no longer the Collateral Agent, through such other source reasonably agreed to by the Administrative Agent and the Servicer in writing) at the time of such exchange, or (y) for all other purposes, the applicable currency Dollar spot rate that appeared on the Bloomberg screen or any other nationally recognized service for such currency at the end of the immediately preceding Business Day (or if such date is a Determination Date, at the end of such day). The determination of the Spot Rate shall be conclusive absent manifest error.

"State" means one of the fifty states of the United States or the District of Columbia.

"Stated Maturity" means the date that is five (5) years following the Closing Date.

"Structured Finance Obligation" means any obligation of a special purpose vehicle secured directly by, referenced to, or representing ownership of, a pool of receivables or other assets, including collateralized debt obligations and single asset repackages.

"Subsidiary" means with respect to a Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person; provided that an Obligor with respect to which the Borrower has received equity interests in connection with the exercise of any remedies with respect to a Loan Asset, the exercise of any warrant with respect to a Loan Asset or any exchange offer, workout or restructuring of a Loan Asset shall not be considered a Subsidiary.

"Substitute Eligible Loan Asset" means each Eligible Loan Asset Granted by the Borrower to the Collateral Agent, on behalf of the Secured Parties, pursuant to Section 2.07(b)(ii).

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

"Target Portfolio Amount" means the amount equal to the quotient of the Commitments divided by the Maximum Portfolio Advance Rate corresponding to the highest Diversity Score.

"Tax Expense Cap" means, for any Payment Date, a per annum amount equal to $75,000.

"Taxes" means any present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), charges, assessments or fees of any nature (including interest, penalties, and additions thereto) that are imposed by any Governmental Authority.

"Term ▇▇▇▇▇" means, with respect to any CAD Advance for any day, the Term ▇▇▇▇▇ Reference Rate for a tenor comparable to the applicable interest period on such day (such day, the "Periodic Term ▇▇▇▇▇ Determination Day"), as such rate is published by the Term ▇▇▇▇▇ Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term ▇▇▇▇▇ Determination Day the Term ▇▇▇▇▇ Reference Rate for the applicable tenor has not been published by the Term ▇▇▇▇▇ Administrator and a Canadian Benchmark Replacement Date with respect to the Term ▇▇▇▇▇ Reference Rate has not occurred, then Term ▇▇▇▇▇ will be the Term ▇▇▇▇▇ Reference Rate for such tenor as published by the Term ▇▇▇▇▇ Administrator on the first preceding Business Day for which such Term ▇▇▇▇▇ Reference Rate for such tenor was published by the Term ▇▇▇▇▇ Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term ▇▇▇▇▇ Determination Day; provided, further, that if Term ▇▇▇▇▇ shall ever be less than the Floor, then Term ▇▇▇▇▇ shall be deemed to be the Floor.

"Term ▇▇▇▇▇ Administrator" means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator.

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

"Term SOFR" means, with respect to any SOFR Advance for any day, the Term SOFR Reference Rate for a tenor of three (3) months, as such rate is published by the Term SOFR Administrator on such day at 6:00 a.m. (New York City time); provided, however, that if as of 5:00 p.m. (New York City time) the Term SOFR Reference Rate for the foregoing 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 U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator; provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

"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).

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

"Termination/Reduction Notice" means each notice required to be delivered by the Borrower in respect of any termination of this Agreement or any permanent reduction of the Facility Amount, in the form of Exhibit F.

"Total Leverage Ratio" means, with respect to any Loan Asset (other than a Recurring Revenue Loan) for any Relevant Test Period, either (a) the meaning of "Total Leverage Ratio" or any comparable definition in the Underlying Instruments for each Loan Asset, or (b) in any case that "Total Leverage Ratio" or such comparable definition is not defined in such Underlying Instruments, the ratio of (i) Indebtedness less Unrestricted Cash to (ii) EBITDA, in each case as calculated by the Servicer in accordance with the Servicing Standard using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Underlying Instruments.

"Transaction Documents" means this Agreement, any Assignment and Acceptance, any Joinder Supplement, the Purchase and Sale Agreement, the Control Agreement, the Collateral Administration and Agency Fee Letter, each Lender Fee Letter, the Pledge Agreement and each document, instrument or agreement related to any of the foregoing.

"Transferor" means Diameter Credit Company, in its capacity as the Transferor hereunder and as the seller under the Purchase and Sale Agreement, together with its successors and assigns in such capacity.

"Transferor Loan Asset" means each Loan Asset sold and/or contributed by the Transferor to the Borrower pursuant to the Purchase and Sale Agreement.

"Transferor Purchased Loan Balance" means, as of any date of determination, an amount equal to the aggregate Outstanding Balance of all Transferor Loan Assets acquired by the Borrower prior to such date.

"Treasury" means the United States Department of the Treasury.

"Treasury Regulations" means the Treasury regulations promulgated under the Code.

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

"U.S. Tax Compliance Certificate" has the meaning assigned to that term in Section 2.11(f)(i)c.

"UCC" means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential

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Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

"UK 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 (Dollar) excluding the related Benchmark Replacement Adjustment.

"Underlying Instruments" means the loan agreement, credit agreement or other agreement pursuant to which a Loan Asset has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Loan Asset or of which the holders of such Loan Asset are the beneficiaries.

"Unfunded Exposure Account" means, collectively, the account designated as "USD Unfunded Exposure Account" (with account number ▇▇▇▇▇▇▇▇), the account designated as "DIAMETER CCH II-UNFUNDED – CAD" (with account number ▇▇▇▇▇▇▇▇), the account designated as "DIAMETER CCH II-UNFUNDED – EUR" (with account number ▇▇▇▇▇▇▇▇) and the account designated as "DIAMETER CCH II-UNFUNDED – GBP" (with account number ▇▇▇▇▇▇▇▇) at the Account Bank entitled "Unfunded Exposure Account," in each case in the name of the Borrower subject to the lien and control of the Collateral Agent for the benefit of the Secured Parties; provided that the funds deposited therein (including any interest and earnings thereon) from time to time shall constitute the property and assets of the Borrower and the Borrower shall be solely liable for any Taxes payable with respect to the Unfunded Exposure Account.

"Unfunded Exposure Amount" means, as of any date of determination, with respect to a Delayed Draw Loan Asset or a Revolving Loan, as applicable, an amount equal to the aggregate amount (without duplication) in each Eligible Currency of all unfunded commitments associated with such Loan Asset as of such date.

"Unfunded Exposure Amount Shortfall" has the meaning assigned to that term in Section 2.02(f).

"Unfunded Exposure Equity Amount" means, on any date of determination during the Amortization Period, the Aggregate Unfunded Exposure Amount, and otherwise, an amount equal to for all Eligible Loan Assets which have any unfunded commitments, the aggregate sum of the products of (i) the Unfunded Exposure Amount for each such Eligible Loan Asset multiplied by (ii) the difference of (x) 100% minus (y) the product of (A) the Assigned Value for each such Eligible Loan Asset multiplied by (B) the Advance Rate for each such Eligible Loan Asset.

"United States" means the United States of America.

"United States Tax Person" means a "United States Person" as defined in Section 7701(a)(30) of the Code.

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"Unitranche Loan" means any Loan Asset (a) that is secured by a valid and perfected first priority Lien on substantially all of the Obligor's assets constituting Related Collateral for such Loan Asset, subject to any Permitted Working Capital Liens and expressly permitted Liens, including any "permitted liens" as defined in the Underlying Instrument for such Loan Asset or such comparable definition if "permitted liens" is not defined therein, and (b) that provides that the payment obligation of the Obligor on such Loan Asset is either senior to, or pari passu with, all other Indebtedness of such Obligor (excluding Permitted Working Capital Liens); provided that any Loan Asset that would otherwise constitute a First Lien Loan but for clause (e) of the definition thereof shall constitute a Unitranche Loan.

"Unmatured Event of Default" means any event that, if it continues uncured, will, with lapse of time, notice or lapse of time and notice, constitute an Event of Default.

"Unpledged Capital Commitments" means the sum of any unfunded, undrawn and readily available capital commitments of equityholders of the Transferor that are not pledged or subject to any Lien, including, without limitation, any subscription line credit facility, equityholder's note or similar instrument relating thereto.

"Unrestricted Cash" means, (a) with respect to any Loan Asset, the meaning of "Unrestricted Cash" or any comparable definition in the Underlying Instruments for the applicable Loan Asset and (b) in any case that "Unrestricted Cash" or such comparable definition is not defined in such Underlying Instruments or otherwise as applicable in this Agreement, cash and cash equivalents of the applicable Person available for use for general corporate purposes and not held in any reserve account or legally or contractually restricted for any particular purposes or uses.

"Unused Fee" has the meaning assigned to that term in Section 2.09.

"Unused Fee Rate" means a rate equal to 0.50% per annum.

"USD Pass-Through Collection Subaccount" means, the account designated as the "USD Pass-Through Collection Account" (with account number ▇▇▇▇▇▇▇▇).

"Value Adjustment Event" means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

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"Warranty Breach Event" means, as to any Loan Asset, the discovery that, as of the related Cut-Off Date, such Loan Asset did not satisfy the definition of "Eligible Loan Asset".

"Warranty Breach Loan Asset" means any Loan Asset with respect to which a Warranty Breach Event has occurred.

"Weighted Average Advance Rate" means, as of any date of determination with respect to all Eligible Loan Assets included in the Aggregate Adjusted Borrowing Value, the number obtained by (a) summing the products obtained by multiplying (i) the Advance Rate of each Eligible Loan Asset by (ii) such Eligible Loan Asset's contribution to the Aggregate Adjusted Borrowing Value and dividing (b) such sum by the Aggregate Adjusted Borrowing Value.

"Weighted Average Life" means, as of any date of determination, the number obtained by (a) for each Eligible Loan Asset (other than a Defaulted Loan), multiplying the amount of each scheduled distribution of principal to be paid after such determination date by the number of years (rounded to the nearest hundredth) from such determination date until such scheduled distribution of principal is due; (b) summing all of the products calculated pursuant to clause (a) above; and (c) dividing the sum calculated pursuant to clause (b) above by the sum of all scheduled distributions of principal due on all the Eligible Loan Assets (other than Defaulted Loans) as of such determination date.

"Weighted Average Life Test" means a test that will be satisfied on any date of determination if the Weighted Average Life of all Eligible Loan Assets as of such date is less than or equal to seven (7) years minus the number of years (rounded to the nearest quarter year) that have elapsed since the Closing Date.

"Weighted Average Spread" means, as of any date of determination, a fraction (expressed as a percentage) obtained by (a) multiplying the Outstanding Balance of each Eligible Loan Asset (and, in the case of any Delayed Draw Loan Asset or Revolving Loan, the unfunded portion of the commitment thereunder) (other than a Defaulted Loan) included in the Collateral as of such date by its Effective Spread, (b) summing the amounts determined pursuant to clause (a), and (c) dividing the sum determined pursuant to clause (b) above by the aggregate Outstanding Balance of all Eligible Loan Assets (and the unfunded portions of all Delayed Draw Loan Assets and Revolving Loans, as applicable) (other than a Defaulted Loan) included in the Collateral as of such date.

"Weighted Average Spread Test" means a test that will be satisfied on any date of determination if the Weighted Average Spread is greater than or equal to 4.0%.

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"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 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.

"Yield" means the sum of the following, payable on each Payment Date:

YR x L
D

where: YR = the Yield Rate applicable to such Advance on such day during such Remittance Period;

L = the outstanding principal amount of such Advance on such day; and

D = 360;

 

plus

 

YR x L
D

where: YR = the Yield Rate applicable on such day;

L = the greater of (a) the Minimum Utilization minus the Advances Outstanding on such day, and (b) 0; and

D = 360;

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YR x L
D

where: YR = the Yield Rate;

L = the I/O Notional Loan Amount on the I/O Loan on such day; and

D = 360;

provided that (i) no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by Applicable Law and (ii) Yield shall not be considered paid by any distribution if at any time such distribution is later required to be rescinded by the Lender to the Borrower or any other Person for any reason including, such distribution becoming void or otherwise avoidable under any statutory provision or common law or equitable action, including, any provision of the Bankruptcy Code.

"Yield Rate" means, (i) for any Advance, as of any date of determination during any Remittance Period applicable to such Advance, an interest rate per annum equal to the Benchmark for such date plus the Applicable Margin and (ii) with respect to the I/O Loan, the I/O Rate.

"Zero-Coupon Obligation" means any loan that, at the time of purchase, does not by its terms provide for the payment of cash interest.

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In each Transaction Document, unless a contrary intention appears:

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Any Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and binding on the Borrower; provided, that, any Notice of Borrowing that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower (or the Servicer on behalf of the Borrower) no later than 12:00 p.m. on the proposed date of such Advance if such other transactions fail to become effective (and, for the avoidance of doubt, the Borrower shall be liable for any breakage or other reasonable and documented out-of-pocket costs incurred by the Administrative Agent or any Lender in connection with such revocation or delay).

On the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall, in accordance with the Notice of Borrowing, either make available to the Borrower, in same day funds, (x) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Principal Collection Subaccount or (y) an amount equal to such Lender's Pro Rata Share of such Advance, for deposit by the Collateral Agent into the Unfunded Exposure Account, as applicable. For the avoidance of doubt, each Advance and related increase in the Advances Outstanding shall be allocated ratably to each Lender in accordance with their respective Lender's Pro Rata Share as in effect before such increase. Any Lender which fails to remit its Pro Rata Share in connection with any Advance in accordance with this Section 2.02 shall constitute a Defaulting Lender, and the Borrower shall have all rights available to the Borrower pursuant to Section 2.19.

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Upon confirmation of the deposit of the amounts set forth in Section 2.07(b)(i) into the Collection Account or the delivery by the Borrower of a Substitute Eligible Loan Asset for each Warranty Breach Loan Asset pursuant to Section 2.07(b)(ii) (the date of such confirmation or delivery, the "Release Date"), such Warranty Breach Loan Asset and Related Asset shall be removed from the Collateral and, as applicable, the Substitute Eligible Loan Asset and Related Asset shall be included in the Collateral. On the Release Date of each Warranty Breach Loan Asset, the Collateral Agent, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release to the Borrower, without recourse, representation or warranty, all the right, title and interest and any Lien of the Collateral Agent, for the benefit of the Secured Parties in, to and under the Warranty Breach Loan Asset and any Related Asset and all future monies due or to become due with respect thereto.

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and the result of any of the foregoing shall be to increase the cost to or impose a cost upon such Affected Party of funding or making or maintaining any Advance or of maintaining its obligation to make any such Advance or otherwise performing its obligations under the Transaction Documents or to increase the cost to such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, whether of principal, interest or otherwise or to require any payment calculated by reference to the amount of interest or loans received or held by such Affected Party and such Affected Party is generally charging such amounts to similarly situated borrowers, then the Borrower will pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such additional costs incurred or reduction suffered.

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(ii) If a Lender is a United States Tax Person, such Lender shall deliver to the Borrower, with a copy to the Administrative Agent, on or prior to the date such Lender becomes a party to this Agreement (and from time to time thereafter upon

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reasonable request of the Borrower or the Administrative Agent), two (2) (or such other number as may from time to time be prescribed by Applicable Law) duly completed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax.

(iii) If a payment made to a Lender under any Transaction 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 Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such ▇▇▇▇▇▇'s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.

(iv) If any Lender is not a United States Tax Person, such 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 prior to the date on which such ▇▇▇▇▇▇ becomes a Lender under this 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 or the Administrative Agent to determine the withholding or deduction required to be made.

(v) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.11(f) 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.

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The foregoing Grant shall, for the purpose of determining the property subject to the Lien of this Agreement, be deemed to include any securities and any investments Granted to the Collateral Agent by or on behalf of the Borrower, whether or not such securities or investments satisfy the criteria set forth in the definitions of "Eligible Loan Asset" or "Permitted Investments," as the case may be.

The parties hereto agree that such collateral assignment to the Collateral Agent, for the benefit of the Secured Parties, shall terminate upon the Collection Date.

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On the terms and conditions hereinafter set forth as certified in writing to the Collateral Agent and the Administrative Agent, prior to the end of the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collection Subaccount:

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Upon the satisfaction or waiver of the applicable conditions set forth in this Section 2.18 (as certified by the Borrower to the Collateral Agent and the Administrative Agent), the Collateral Agent shall withdraw funds from the Principal Collection Subaccount as directed by the Servicer in an amount not to exceed the lesser of (x) the amount requested by the Servicer for reinvestment or repayment and (y) the amount on deposit in the Principal Collection Subaccount on such day.

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Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section 2.20, 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 the Administrative Agent's sole discretion and without consent from any other party to this Agreement or any other Transaction Document.

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The failure to satisfy any of the foregoing conditions precedent in respect of any Advance shall give rise to a right of the Administrative Agent and the Lenders to rescind the related Advance and direct the Borrower to pay to the Administrative Agent for the benefit of the Lenders an amount equal to the Advances made during any such time that any of the foregoing conditions precedent were not satisfied.

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From the Closing Date until the Collection Date:

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From the Closing Date until the Collection Date:

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From the Closing Date until the Collection Date:

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From the Closing Date until the Collection Date:

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From the Closing Date until the Collection Date:

From the Closing Date until the Collection Date, the Collateral Agent will not make any changes to the Collateral Agent Fees without the prior written approval of the Administrative Agent.

From the Closing Date until the Collection Date:

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From the Closing Date until the Collection Date:

From the Closing Date until the Collection Date:

From the Closing Date until the Collection Date:

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It is acknowledged and agreed that in circumstances in which a Person other than the Borrower, the Transferor or the Servicer acts as lead agent with respect to any Loan Asset, the Servicer shall perform its servicing duties hereunder only to the extent a lender under the related loan syndication Underlying Instruments has the right to do so.

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then the Administrative Agent or the Required Lenders, may, by notice to the Borrower, declare the "Facility Maturity Date" to have occurred; provided that, in the case of any event described in Section 7.01(f) above, the "Facility Maturity Date" shall be deemed to have occurred automatically upon the occurrence of such event. Upon any such declaration or automatic occurrence, (i) the Revolving Period shall end and the Borrower shall cease purchasing Loan Assets from the Transferor under the Purchase and Sale Agreement or from any other third party and shall cease originating Loan Assets, (ii) the Administrative Agent or the Required Lenders may declare the Advances to be immediately due and payable in full (without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Borrower) and any other Obligations to be immediately due and payable, (iii) the Administrative Agent may terminate the Servicer by providing a Servicer Removal Notice in accordance with Section 6.01(b), and (iv) all proceeds and distributions in respect of the Collateral shall be distributed by the Collateral Agent (at the direction of the Administrative Agent) as described in Section 2.04(c) (provided that the Borrower shall in any event remain liable to pay such Advances Outstanding and all such amounts and Obligations immediately in accordance with Section 2.04(e)). In addition, upon any such declaration or upon any such automatic occurrence, the Collateral Agent, on behalf of the Secured Parties and at the direction of the Administrative Agent, shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other Applicable Law, which rights shall be cumulative. Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that the Collateral Agent, on behalf of the Secured Parties and at the direction of the Administrative Agent (or any designee thereof, including, the Servicer), following an Event of Default, shall, at its option, have the sole right to enforce the Borrower's rights and remedies under each Assigned Document, but without any obligation on the part of the Administrative Agent, the Lenders or any of their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. If any Event of Default shall have occurred, Applicable Margin shall be increased pursuant to the definition thereof, effective as of the date of the occurrence of such Event of Default, and shall apply on each day after the occurrence of such Event of Default.

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BORROWER: Diameter Credit Company Holdings II LLC

▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, New York 10001

Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇ ▇▇▇

Email: vsheth@▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇;

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▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Phone: (▇▇▇) ▇▇▇-▇▇▇▇

ServicER and Transferor: Diameter Credit Company

c/o Diameter Principal Finance LLC

▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, New York 10001

Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇ ▇▇▇

Email: vsheth@▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Phone: (▇▇▇) ▇▇▇-▇▇▇▇

Administrative Agent: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.

▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, New York 10036

Attention: FID Secured Lending Group

Email: (for borrowing requests) ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

(for all other purposes) ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

With a copy to:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Baltimore, MD 21231

Attention: CLO Team

Email: (for borrowing requests) ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

(for all other purposes) ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

Collateral Agent: Citibank, N.A.

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10013

Attention: Citibank Agency & Trust – Diameter Capital Partners SPV

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or call (▇▇▇) ▇▇▇-▇▇▇▇ to obtain Citibank, N.A. account manager’s email address

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Collateral Custodian: For the delivery of any original Required Loan Documents:

 

Contact Citibank, N.A. at the below email address:

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or call (▇▇▇) ▇▇▇-▇▇▇▇ to obtain Citibank, N.A. account manager's email address

And, otherwise:

 

Citibank, N.A.

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10013

Attention: Citibank Agency & Trust – Diameter Capital Partners SPV

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or call (▇▇▇) ▇▇▇-▇▇▇▇ to obtain Citibank, N.A. account manager’s email address

Account Bank: Citibank, N.A.

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10013

Attention: Citibank Agency & Trust – Diameter Capital Partners SPV

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or call (▇▇▇) ▇▇▇-▇▇▇▇ to obtain Citibank, N.A. account manager’s email address

Collateral Administrator: Siepe, LLC

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Dallas, Texas 75230

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

LENDER: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

Salt Lake City, Utah 84111-2215

Email: (for borrowing requests) ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

(for all other purposes) ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

With copies to:

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.

▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, New York 10036

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Attention: FID Secured Lending Group

Email: (for borrowing requests) ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

(for all other purposes) ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Baltimore, Maryland 21231

Email: (for borrowing requests) ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

(for all other purposes) ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

or at such other address as such party may hereafter specify in a notice given in the manner required under this Section 12.02. All such notices and correspondence shall be deemed given (a) if sent by certified or registered mail, three (3) Business Days after being postmarked, (b) if sent by overnight delivery service or by hand delivery, when received at the above stated addresses or when delivery is refused and (c) if sent by email, when received,

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(a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a).

(b) Each of the Borrower, the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants.

(c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable.

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(d) The provisions of this Section 12.19 shall survive the termination of this Agreement.

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[Signature pages to follow.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWER:

Diameter Credit Company Holdings II LLC

By:
Name:
Title:

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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SERVICER:

Diameter Credit Company

By:
Name:
Title:

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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TRANSFEROR:

Diameter Credit Company

By:
Name:
Title:

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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ADMINISTRATIVE AGENT:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior FUNDING, INC.

By:
Name:
Title:

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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LENDER:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A.

By:
Name:
Title:

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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COLLATERAL AGENT:

Citibank, N.A.

By:
Name:
Title:

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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ACCOUNT BANK:

Citibank, N.A.

By:
Name:
Title:

 

 

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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COLLATERAL CUSTODIAN:

Citibank, N.A.

By:
Name:
Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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COLLATERAL Administrator:

Siepe, LLC

By:
Name:
Title:

 

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SCHEDULE I

CONDITIONS PRECEDENT DOCUMENTS

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SCHEDULE II

ELIGIBILITY CRITERIA

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SCHEDULE III

AGREED-UPON PROCEDURES FOR
INDEPENDENT PUBLIC ACCOUNTANTS

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SCHEDULE IV

LOAN ASSET SCHEDULE

For each Loan Asset, the Borrower shall provide, as applicable, the following information:

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SCHEDULE V

DIVERSITY SCORE Calculation

 

The Diversity Score of any Loan Asset as of any date of determination is calculated as follows:

(a) An "Obligor Par Amount" is calculated for each Obligor of an Eligible Loan Asset, and is equal to the Adjusted Borrowing Value (without giving effect to clause (ii) of the definition thereof) of all Eligible Loan Assets issued by such Obligor and any of its Affiliates.

(b) An "Average Par Amount" is calculated by summing the Obligor Par Amounts for all Obligors, and dividing by the number of Obligors.

(c) An "Equivalent Unit Score" is calculated for each Obligor, and is equal to the lesser of (x) one and (y) the Obligor Par Amount for such Obligor divided by the Average Par Amount.

(d) An "Aggregate Industry Equivalent Unit Score" is then calculated for each Industry Classification and is equal to the sum of the Equivalent Unit Scores for each Obligor in such Industry Classification.

(e) An "Industry Diversity Score" is then established for each Industry Classification by reference to the following table for the related Aggregate Industry Equivalent Unit Score; provided, that if any Aggregate Industry Equivalent Unit Score falls between any two such scores, the applicable Industry Diversity Score will be the lower of the two Industry Diversity Scores:

Aggregate Industry Equivalent Unit Score	Industry Diversity Score	Aggregate Industry Equivalent Unit Score	Industry Diversity Score	Aggregate Industry Equivalent Unit Score	Industry Diversity Score	Aggregate Industry Equivalent Unit Score	Industry Diversity Score
0.0000	0.0000	5.0500	2.7000	10.1500	4.0200	15.2500	4.5300
0.0500	0.1000	5.1500	2.7333	10.2500	4.0300	15.3500	4.5400
0.1500	0.2000	5.2500	2.7667	10.3500	4.0400	15.4500	4.5500
0.2500	0.3000	5.3500	2.8000	10.4500	4.0500	15.5500	4.5600
0.3500	0.4000	5.4500	2.8333	10.5500	4.0600	15.6500	4.5700
0.4500	0.5000	5.5500	2.8667	10.6500	4.0700	15.7500	4.5800
0.5500	0.6000	5.6500	2.9000	10.7500	4.0800	15.8500	4.5900
0.6500	0.7000	5.7500	2.9333	10.8500	4.0900	15.9500	4.6000
0.7500	0.8000	5.8500	2.9667	10.9500	4.1000	16.0500	4.6100
0.8500	0.9000	5.9500	3.0000	11.0500	4.1100	16.1500	4.6200
0.9500	1.0000	6.0500	3.0250	11.1500	4.1200	16.2500	4.6300
1.0500	1.0500	6.1500	3.0500	11.2500	4.1300	16.3500	4.6400
1.1500	1.1000	6.2500	3.0750	11.3500	4.1400	16.4500	4.6500
1.2500	1.1500	6.3500	3.1000	11.4500	4.1500	16.5500	4.6600
1.3500	1.2000	6.4500	3.1250	11.5500	4.1600	16.6500	4.6700
1.4500	1.2500	6.5500	3.1500	11.6500	4.1700	16.7500	4.6800
1.5500	1.3000	6.6500	3.1750	11.7500	4.1800	16.8500	4.6900
1.6500	1.3500	6.7500	3.2000	11.8500	4.1900	16.9500	4.7000
1.7500	1.4000	6.8500	3.2250	11.9500	4.2000	17.0500	4.7100
1.8500	1.4500	6.9500	3.2500	12.0500	4.2100	17.1500	4.7200
1.9500	1.5000	7.0500	3.2750	12.1500	4.2200	17.2500	4.7300
2.0500	1.5500	7.1500	3.3000	12.2500	4.2300	17.3500	4.7400
2.1500	1.6000	7.2500	3.3250	12.3500	4.2400	17.4500	4.7500
2.2500	1.6500	7.3500	3.3500	12.4500	4.2500	17.5500	4.7600
2.3500	1.7000	7.4500	3.3750	12.5500	4.2600	17.6500	4.7700

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Aggregate Industry Equivalent Unit Score	Industry Diversity Score	Aggregate Industry Equivalent Unit Score	Industry Diversity Score	Aggregate Industry Equivalent Unit Score	Industry Diversity Score	Aggregate Industry Equivalent Unit Score	Industry Diversity Score
2.4500	1.7500	7.5500	3.4000	12.6500	4.2700	17.7500	4.7800
2.5500	1.8000	7.6500	3.4250	12.7500	4.2800	17.8500	4.7900
2.6500	1.8500	7.7500	3.4500	12.8500	4.2900	17.9500	4.8000
2.7500	1.9000	7.8500	3.4750	12.9500	4.3000	18.0500	4.8100
2.8500	1.9500	7.9500	3.5000	13.0500	4.3100	18.1500	4.8200
2.9500	2.0000	8.0500	3.5250	13.1500	4.3200	18.2500	4.8300
3.0500	2.0333	8.1500	3.5500	13.2500	4.3300	18.3500	4.8400
3.1500	2.0667	8.2500	3.5750	13.3500	4.3400	18.4500	4.8500
3.2500	2.1000	8.3500	3.6000	13.4500	4.3500	18.5500	4.8600
3.3500	2.1333	8.4500	3.6250	13.5500	4.3600	18.6500	4.8700
3.4500	2.1667	8.5500	3.6500	13.6500	4.3700	18.7500	4.8800
3.5500	2.2000	8.6500	3.6750	13.7500	4.3800	18.8500	4.8900
3.6500	2.2333	8.7500	3.7000	13.8500	4.3900	18.9500	4.9000
3.7500	2.2667	8.8500	3.7250	13.9500	4.4000	19.0500	4.9100
3.8500	2.3000	8.9500	3.7500	14.0500	4.4100	19.1500	4.9200
3.9500	2.3333	9.0500	3.7750	14.1500	4.4200	19.2500	4.9300
4.0500	2.3667	9.1500	3.8000	14.2500	4.4300	19.3500	4.9400
4.1500	2.4000	9.2500	3.8250	14.3500	4.4400	19.4500	4.9500
4.2500	2.4333	9.3500	3.8500	14.4500	4.4500	19.5500	4.9600
4.3500	2.4667	9.4500	3.8750	14.5500	4.4600	19.6500	4.9700
4.4500	2.5000	9.5500	3.9000	14.6500	4.4700	19.7500	4.9800
4.5500	2.5333	9.6500	3.9250	14.7500	4.4800	19.8500	4.9900
4.6500	2.5667	9.7500	3.9500	14.8500	4.4900	19.9500	5.0000
4.7500	2.6000	9.8500	3.9750	14.9500	4.5000
4.8500	2.6333	9.9500	4.0000	15.0500	4.5100
4.9500	2.6667	10.0500	4.0100	15.1500	4.5200

 

(f) The Diversity Score is then calculated by summing each of the Industry Diversity Scores for each Industry Classification.

For purposes of calculating the Diversity Score, Affiliates of an Obligor in the same Industry Classification are deemed to be a single Obligor, except as otherwise agreed to by the Administrative Agent.

 

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SCHEDULE VI

INDUSTRY CLASSIFICATION

Global Industry Classification Standard Industries

 

Asset Type Code	Asset Type Description
101010	Energy Equipment & Services
101020	Oil, Gas & Consumable Fuels
151010	Chemicals
151020	Construction Materials
151030	Containers & Packaging
151040	Metals & Mining
151050	Paper & Forest Products
201010	Aerospace & Defense
201020	Building Products
201030	Construction & Engineering
201040	Electrical Equipment
201050	Industrial Conglomerates
201060	Machinery
201070	Trading Companies & Distributors
202010	Commercial Services & Supplies
202020	Professional Services
203010	Air Freight & Logistics
203020	Passenger Airlines
203030	Marine Transportation
203040	Ground Transportation
203050	Transportation Infrastructure
251010	Automobile Components
251020	Automobiles
252010	Household Durables
252020	Leisure Products
252030	Textiles, Apparel & Luxury Goods
253010	Hotels, Restaurants & Leisure
253020	Diversified Consumer Services
255010	Distributors
255030	Broadline Retail
255040	Specialty Retail
301010	Consumer Staples Distribution & Retail
302010	Beverages
302020	Food Products
302030	Tobacco
303010	Household Products
303020	Personal Care Products

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351010	Health Care Equipment & Supplies
351020	Health Care Providers & Services
351030	Care Technology
352010	Biotechnology
352020	Pharmaceuticals
352030	Life Sciences Tools & Services
401010	Banks
402010	Financial Services
402020	Consumer Finance
402030	Capital Markets
402040	Mortgage Real Estate Investment Trusts (REITs)
403010	Insurance
451020	IT Services
451030	Software
452010	Communications Equipment
452020	Technology Hardware, Storage & Peripherals
452030	Electronic Equipment, Instruments & Components
453010	Semiconductors & Semiconductor Equipment
501010	Diversified Telecommunication Services
501020	Wireless Telecommunication Services
502010	Media
502020	Entertainment
502030	Interactive Media & Services
551010	Electric Utilities
551020	Gas Utilities
551030	Multi-Utilities
551040	Water Utilities
551050	Independent Power and Renewable Electricity Producers
601010	Diversified REITs
601025	Industrial REITs
601030	Hotel & Resort REITs
601040	Office REITs
601050	Health Care REITs
601060	Residential REITs
601070	Retail REITs
601080	Specialized REITs
602010	Real Estate Management & Development

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ANNEX A

 

Lender Commitment I/O Notional Loan Amount

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. $200,000,000300,000,000 $200,000,000300,000,000

 

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Exhibit A

Form of Approval Notice

[Date]

 

(▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.)

 

VIA ELECTRONIC MAIL

 

Diameter Credit Company Holdings II LLC

Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇ ▇▇▇

Email: vsheth@▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

Re: Loan and Servicing Agreement, dated as of April 19, 2024

 

Ladies and Gentlemen:

 

This Approval Notice is delivered to you pursuant to that certain Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

 

Loan Asset

 

Approval Notice

 

Date ______________________________

Eligible Loan Asset Information ____See Attached Schedule I______

Approved Exceptions to Eligibility Criteria for Loan Asset ____See Attached Schedule II_____

[Certain Value Adjustment Events] ____See Attached Schedule III_____

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Approval ____See Attached Schedule I______

 

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Schedule I

To

LOAN ASSET APPROVAL NOTICE

 

Eligible loan asset information

 

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Schedule II

To

LOAN ASSET APPROVAL NOTICE

 

Approved Exceptions to Eligibility Criteria for Loan Asset

 

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[Schedule III

To

LOAN ASSET APPROVAL NOTICE

 

Certain Value Adjustment Events]

 

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Exhibit b

Form of Borrowing Base Certificate

[_____] [__], 20[__]

 

Reference is made to that certain Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

As of the date hereof, the undersigned each certify that (i) all of the information set forth in Annex I attached hereto is true, correct and complete, (ii) each specified Loan Asset set forth in Annex I attached hereto satisfies the conditions set forth in the definition thereof, (iii) no Event of Default or Servicer Default has occurred and is continuing and no Unmatured Event of Default or Borrowing Base Deficiency exists under the Loan and Servicing Agreement; and (iv) solely with respect to itself, each of the representations and warranties contained in the Loan and Servicing Agreement is true, correct and complete in all material respects (or, if already qualified as to materiality or Material Adverse Effect, in all respects).

 

[Remainder of Page Intentionally Left Blank]

 

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Certified as of the date first written above.

 

Diameter Credit Company Holdings II LLC,

as the Borrower

 

 

By: ____________________________

Name:

Title:

 

Diameter Credit Company,

as the Servicer

 

 

By: ____________________________

Name:

Title:

 

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Annex I

To

Exhibit B

 

Borrowing Base Report

 

(see attached)

 

 

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Exhibit C

Form of Disbursement request

(Disbursements from Unfunded Exposure Account and Reinvestments of Principal Collections)

[Date]

 

(Diameter Credit Company Holdings II LLC)

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.,

as the Administrative Agent

▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, NY 10036

Attention: FID Secured Lending Group

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

With a copy to:

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Baltimore, MD 21231

Attention: Servicing Team

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

Citibank, N.A.,

as the Collateral Agent

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10013

Attention: Citibank Agency & Trust – Diameter Capital Partners SPV

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or call (▇▇▇) ▇▇▇-▇▇▇▇ to obtain Citibank, N.A. account manager’s email address

 

Siepe, LLC,

as the Collateral Administrator5440 ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

 

Re: Loan and Servicing Agreement, dated as of April 19, 2024

 

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Ladies and Gentlemen:

 

This Disbursement Request is delivered to you pursuant to Section [2.04(d)][2.18] of that certain Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

 

The undersigned, being a duly elected Responsible Officer of the Servicer and holding the office set forth below such officer's name, hereby certifies as follows:

[1. Pursuant to Section 2.04(d) of the Loan and Servicing Agreement, the Servicer on behalf of the Borrower hereby requests a disbursement (a "Disbursement") from the Unfunded Exposure Account in the amount of [$][CAD][EUR][GBP]______________ to fund [  ], such Disbursement to be paid to the account of the Borrower as set forth in the Loan and Servicing Agreement.]

[1. Pursuant to Section 2.18 of the Loan and Servicing Agreement, the Servicer on behalf of the Borrower hereby requests a disbursement (a "Disbursement") of Principal Collections from the Principal Collection Subaccount in the amount of [$][CAD][EUR][GBP]_____________ to [reinvest in additional Eligible Loan Assets to be Granted under the Loan and Servicing Agreement: [  ]][pay Advances Outstanding].]

2. The Servicer on behalf of the Borrower hereby requests that such Disbursement be made on the following date: _____________.

[3. In connection with a Disbursement pursuant to Section 2.18(a) of the Loan and Servicing Agreement, attached to this Disbursement Request is a true, correct and complete calculation of the Borrowing Base and all components thereof.]

4. All of the conditions applicable to the Disbursement as set forth in Section [2.04(d)][2.18] of the Loan and Servicing Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Disbursement including the following:

(i) the representations and warranties of each of the Servicer and the Borrower, respectively, set forth in the Loan and Servicing Agreement are true, correct and complete in all material respects (or, if already qualified as to materiality or Material Adverse Effect, in all respects) on and as of such date, before and after giving effect to such Disbursement

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and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent relating to an earlier date;

(ii) other than any disbursement from the Unfunded Exposure Account after the occurrence of an Event of Default, no Event of Default has occurred, or would result from such Disbursement or from the application of the proceeds therefrom, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Disbursement or from the application of the proceeds therefrom; and

(iii) each of the Servicer and the Borrower is in compliance in all material respects (or, if already qualified as to materiality or Material Adverse Effect, in all respects) with each of its covenants set forth in the Transaction Documents

5. [The Servicer on behalf of the Borrower hereby represents that in connection with a Disbursement pursuant to Section 2.04(d) of the Loan and Servicing Agreement only, such Disbursement shall be used solely for the purpose of funding the Unfunded Exposure Equity Amount(s) of one or more Delayed Draw Loan Asset(s) or Revolving Loan(s) included in the Collateral.]

The undersigned certifies that all information contained herein [and in the attached Borrowing Base Certificate], as applicable, is true, correct and complete as of the date hereof.

[ATTACH BORROWING BASE CERTIFICATE AND LOAN ASSET SCHEDULE FOR DISBURSEMENTS PURSUANT TO SECTION 2.18(a) OF THE LOAN AND SERVICING AGREEMENT]

[Remainder of Page Intentionally Left Blank]

 

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In Witness Whereof, the undersigned has executed this Disbursement Request as of the date first written above.

Diameter Credit Company,

as the Servicer

 

 

By: __________________________

Name:

Title:

 

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Exhibit D

Form of Notice of Borrowing

Notice of Borrowing

[Date]

(Diameter Credit Company Holdings II LLC)

To: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.,

as the Administrative Agent

▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, NY 10036

Attention: FID Secured Lending Group

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

With a copy to:

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Baltimore, MD 21231

Attention: Servicing Team

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

Re: Loan and Servicing Agreement, dated as of April 19, 2024

 

Ladies and Gentlemen:

 

This Notice of Borrowing is delivered to you pursuant to Sections 2.02 and 3.02 of that certain Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

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The undersigned, being a duly elected Responsible Officer of the Borrower, and holding the office set forth below such officer's name, hereby certifies as follows:

[1. The Borrower hereby requests an Advance in the principal amount of [$][CAD][EUR][GBP]__________. Such Advance shall be deposited into the account identified in the Loan and Servicing Agreement.]

[1. Pursuant to Section 2.04(d), the Borrower hereby requests an Advance in the principal amount of [$][CAD][EUR][GBP]_______________. Such Advance shall be deposited into the Unfunded Exposure Account.]

2. The Borrower hereby requests that such Advance be made on the following date: ____________.

3. Attached to this Notice of Borrowing is a true, correct and complete calculation of the Borrowing Base and all components thereof.

4. Attached to this Notice of Borrowing is a true, correct and complete list of all Loan Assets, if any, which will become part of the Collateral on the date hereof, each Loan Asset reflected thereon being an Eligible Loan Asset, which list shall include the purchase price of each such Loan Asset, if purchased or acquired by the Transferor, and the fair market value of each such Loan Asset.

[5. In connection with such Advance, the Transferor shall deposit [$][CAD][EUR][GBP]____________ into the Unfunded Exposure Account in connection with any Delayed Draw Loan Asset or any Revolving Loan, as applicable, funded by such Advance.]

6. All of the conditions applicable to the Advance requested herein as set forth in the Loan and Servicing Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Advance, including those set forth in Article III of the Loan and Servicing Agreement, including the following:

(i) the representations and warranties of each of the Servicer and the Borrower, respectively, set forth in the Loan and Servicing Agreement are true, correct and complete in all material respects (or, if already qualified as to materiality or Material Adverse Effect, in all respects) on and as of such date, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date (other than any representation or warranty that is made as of a specific date);

(ii) no Event of Default has occurred, or would result from such Advance and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Advance;

(iii) no event has occurred and is continuing, or would result from such Advance, which constitutes a Servicer Default or any event which, if it continues uncured, will, with notice or lapse of time, constitute a Servicer Default; and

---

(iv) each of the Servicer and the Borrower, respectively, is in compliance in all material respects (or, if already qualified as to materiality or Material Adverse Effect, in all respects) with each of its covenants set forth in the Transaction Documents.

7. The undersigned certifies that all information contained herein and in the attached Borrowing Base Certificate is true, correct and complete as of the date hereof.

[Attach Borrowing Base Certificate and Loan Asset Schedule]

[Remainder of Page Intentionally Left Blank]

 

---

In Witness Whereof, the undersigned has executed this Notice of Borrowing as of the date first written above.

Diameter Credit Company Holdings II LLC,

as the Borrower

 

 

By: __________________________

Name:

Title:

 

---

Exhibit E

Form of Notice of Reduction

(Reduction of Advances Outstanding)

[Date]

(Diameter Credit Company Holdings II LLC)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.,

as the Administrative Agent

▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, NY 10036

Attention: FID Secured Lending Group

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

With a copy to:

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Baltimore, MD 21231

Attention: Servicing Team

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

Citibank, N.A.,

as the Collateral Agent

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10013

Attention: Citibank Agency & Trust – Diameter Capital Partners SPV

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or call (▇▇▇) ▇▇▇-▇▇▇▇ to obtain Citibank, N.A. account manager’s email address

 

Siepe, LLC,

as the Collateral Administrator5440 ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

 

Re: Loan and Servicing Agreement, dated as of April 19, 2024

 

Ladies and Gentlemen:

---

 

This Notice of Reduction is delivered to you pursuant to Section 2.16(a) of that certain Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

The undersigned, being a duly elected Responsible Officer of the Borrower, and holding the office set forth below such officer's name, hereby certifies as follows:

1. Pursuant to Section 2.16(a) of the Loan and Servicing Agreement, the Borrower desires to reduce the Advances Outstanding by the amount of $_____________ (the "Advance Reduction").

2. The Borrower hereby requests that such Advance Reduction be made on the following date: __________.

3. Attached to this Notice of Reduction is a true, correct and complete calculation of the Borrowing Base and all components thereof.

4. The Borrower hereby represents that no event has occurred or would result from such Advance Reduction, which constitutes an Event of Default or Unmatured Event of Default.

The undersigned certifies that all information contained herein and in the attached Borrowing Base Certificate is true, correct and complete as of the date hereof.

 

[Attach Borrowing Base Certificate]

[Remainder of Page Intentionally Left Blank]

---

In Witness Whereof, the undersigned has executed this Notice of Reduction as of the date first written above.

Diameter Credit Company Holdings II LLC,

as the Borrower

 

 

By: __________________________

Name:

Title:

 

---

Exhibit F

Form of Notice of Termination/Permanent Reduction

[Date]

(Diameter Credit Company Holdings II LLC)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.,

as the Administrative Agent

▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, NY 10036

Attention: FID Secured Lending Group

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

With a copy to:

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Baltimore, MD 21231

Attention: Servicing Team

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

Citibank, N.A.,

as the Collateral Agent

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10013

Attention: Citibank Agency & Trust – Diameter Capital Partners SPV

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or call (▇▇▇) ▇▇▇-▇▇▇▇ to obtain Citibank, N.A. account manager’s email address

 

Siepe, LLC,

as the Collateral Administrator

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

 

Re: Loan and Servicing Agreement, dated as of April 19, 2024

 

Ladies and Gentlemen:

 

---

This Notice of Reduction is delivered to you pursuant to Section 2.16(b) of that certain Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

The undersigned, being a duly elected Responsible Officer of the Borrower, and holding the office set forth below such officer's name, hereby certifies as follows:

[1. Pursuant to Section 2.16(b) of the Loan and Servicing Agreement, the Borrower desires to terminate the Loan and Servicing Agreement and the other Transaction Documents (the "Termination") by making a payment in full of all of the Advances Outstanding, all accrued and unpaid Yield and Fees, any Breakage Fees, Increased Costs, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders, payment of the Prepayment Premium pro rata to each Lender and payment of all other Obligations (other than unmatured contingent indemnification obligations).]

[1. Pursuant to Section 2.16(b) of the Loan and Servicing Agreement, the Borrower desires to permanently reduce in part the Facility Amount by the amount of $_____________ (the "Permanent Reduction").]

2. The Borrower hereby requests that such [Termination][Permanent Reduction] be made on the following date: __________.

[3. Attached to this Notice of Permanent Reduction is a true, correct and complete calculation of the Borrowing Base and all components thereof.

4. All of the conditions applicable to the Permanent Reduction as set forth in the Loan and Servicing Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Permanent Reduction, including the following:

(i) the representations and warranties of each of the Servicer and the Borrower respectively, set forth in the Loan and Servicing Agreement are true, correct and complete in all material respects (or, if already qualified as to materiality or Material Adverse Effect, in all respects) and as of such date, before and after giving effect to the Permanent Reduction, as though made on and as of such date (other than any representation or warranty that is made as of a specific date);

---

(ii) the Borrower hereby represents that no event would result from such Permanent Reduction, which constitutes an Event of Default or Unmatured Event of Default; and

(iii) each of the Servicer and the Borrower is in compliance in all material respects (or, if already qualified as to materiality or Material Adverse Effect, in all respects) with each of its covenants set forth in the Transaction Documents.]

The undersigned certifies that all information contained herein and in the attached Borrowing Base Certificate is true, correct and complete as of the date hereof.

 

[Attach Borrowing Base Certificate]

[Remainder of Page Intentionally Left Blank]

 

---

In Witness Whereof, the undersigned has executed this Notice of [Termination][Permanent Reduction] as of the date first written above.

Diameter Credit Company Holdings II LLC,

as the Borrower

 

 

By: __________________________

Name:

Title:

 

---

Exhibit g

Form of certificate of closing attorneys

[Date]

(Diameter Credit Company Holdings II LLC)

Citibank, N.A.,

as the Collateral Custodian

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10013

Attention: Citibank Agency & Trust – Diameter Capital Partners SPV

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or call (▇▇▇) ▇▇▇-▇▇▇▇ to obtain Citibank, N.A. account manager’s email address

 

with a copy to:

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.,

as the Administrative Agent

▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, NY 10036

Attention: FID Secured Lending Group

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

With a copy to:

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Baltimore, MD 21231

Attention: Servicing Team

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

Re: Loan and Servicing Agreement, dated as of April 19, 2024

 

Ladies and Gentlemen:

 

This Certificate of Closing Attorney is delivered to you pursuant to Section [3.02(a)(ii)][3.04(b)] of that certain Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in

---

such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

The undersigned acknowledges that it is in possession of the Required Loan Documents.

 

Very truly yours.

By: __________________________

Name:

Title:

 

---

Exhibit H

Form of Servicing Report

(see attached)

 

---

Exhibit I

Form of Servicer's Certificate (Servicing Report)

[Date]

(Diameter Credit Company Holdings II LLC)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.,

as the Administrative Agent

▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, NY 10036

Attention: FID Secured Lending Group

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

With a copy to:

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Baltimore, MD 21231

Attention: Servicing Team

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

Citibank, N.A.,

as the Collateral Agent

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10013

Attention: Citibank Agency & Trust – Diameter Capital Partners SPV

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or call (▇▇▇) ▇▇▇-▇▇▇▇ to obtain Citibank, N.A. account manager’s email address

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

Salt Lake City, Utah 84111-2215

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

Re: Loan and Servicing Agreement, dated as of April 19, 2024

 

Ladies and Gentlemen:

---

 

This Servicer's Certificate is delivered to you pursuant to Section 6.08(c) of that certain Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns, in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. This Servicer's Certificate relates to the Servicing Report set forth on the attached Schedule A.

[Remainder of Page Left Intentionally Blank]

---

In Witness Whereof, the undersigned has caused this Servicer's Certificate to be duly executed as of the date first written above.

Diameter Credit Company,

as the Servicer

 

 

By: __________________________

Name:

Title:

 

---

Schedule A

 

Servicing Report

 

(see attached)

 

---

Exhibit J

Form of Release of Required Loan Documents

[Date]

(Diameter Credit Company Holdings II LLC)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.,

as the Administrative Agent

▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

New York, NY 10036

Attention: FID Secured Lending Group

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

With a copy to:

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Baltimore, MD 21231

Attention: Servicing Team

Email: (for borrowing requests)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Email: (for all other purposes)

▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

Citibank, N.A.,

as the Collateral Agent

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10013

Attention: Citibank Agency & Trust – Diameter Capital Partners SPV

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or call (▇▇▇) ▇▇▇-▇▇▇▇ to obtain Citibank, N.A. account manager’s email address

 

Citibank, N.A.,

as the Collateral Custodian

[Address to be provided by the Collateral Custodian]

 

Siepe, LLC,

as the Collateral Administrator

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Dallas, Texas 75230

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

 

---

 

Re: Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

 

Ladies and Gentlemen:

 

In connection with the administration of the Required Loan Documents held by the [Collateral Custodian][Collateral Administrator], for the benefit of the Secured Parties, under the Loan and Servicing Agreement, we request the release of the Required Loan Documents (or such documents as specified below) for the Loan Assets described below, for the reason indicated. All capitalized terms used but not defined herein shall have the meaning provided in the Loan and Servicing Agreement.

Obligor's Name, Address and Zip Code:

Loan Asset Number:

Loan Asset File:

Reason for Requesting Documents (check one)

_____ 1. Loan Asset paid in full. (The Servicer hereby certifies that all amounts received in connection with such Loan Asset have been credited to the Collection Account.)

_____ 2. Loan Asset liquidated by ____________________________. (The Servicer hereby certifies that all proceeds of foreclosure, insurance, condemnation or other liquidation have been finally received and credited to the Collection Account.)

_____ 3. Loan Asset in foreclosure.

_____ 4. Loan Asset returned due to a failure to satisfy the Review Criteria pursuant to Section 11.02(b)(i) of the Loan and Servicing Agreement.

_____ 5. The entirety of the Collateral has been released following the Collection Date.

_____ 6. Loan Asset released from the Lien of the Collateral Agent in accordance with Section 11.09 of the Loan and Servicing Agreement due to delivery to the Collateral

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Agent in error or pursuant to Section 2.14 of the Loan and Servicing Agreement (the Borrower hereby states that the conditions to such release have been met in accordance with Section(s) ____ of the Loan and Servicing Agreement).

_____ 7. Other (explain).

If box 1 or 2 above is checked, and if all or part of the Required Loan Documents were previously released to us, please release to us the Required Loan Documents requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan Asset.

If box 3, 4 or 5 above is checked, upon our return of all of the above Required Loan Documents to you as the Collateral Custodian please acknowledge your receipt by signing in the space indicated below, and returning this form.

[Remainder of Page Left Intentionally Blank]

 

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Diameter Credit Company,

as the Servicer

 

 

By: __________________________

Name:

Title:

 

Acknowledgement of the Required Loan Documents returned to the Collateral Custodian.

Citibank, N.A.,

as the Collateral Custodian

 

 

By: __________________________

Name:

Title:

 

[Signatures Continue]

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Consent of the Administrative Agent:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.,

as the Administrative Agent

 

 

By: __________________________

Name:

Title:

 

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Exhibit K

Form of Assignment and Acceptance

ASSIGNMENT AND Acceptance

This Assignment and Acceptance (this "Assignment and Acceptance") is dated as of the Effective Date set forth below and is entered into by and between [  ] (the "Assignor") and [  ] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan and Servicing Agreement identified below (the "Loan and Servicing Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan and Servicing Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor's rights and obligations as a Lender under the Loan and Servicing Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Loan and Servicing Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

1. Assignor: [  ]

2. Assignee: [  ]

3. Borrower: Diameter Credit Company Holdings II LLC

4. Administrative Agent: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as the administrative agent under the Loan and Servicing Agreement

 

5. Loan and Servicing Agreement: The Loan and Servicing Agreement, dated as of April 19, 2024, among Diameter Credit Company Holdings II LLC, as the borrower, Diameter , as the transferor, Diameter Credit Company, as the servicer, the lenders

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from time to time party thereto, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as administrative agent, Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator.

6. Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment / Advances Outstanding for all Lenders	Amount of Commitment / Advances Outstanding Assigned	Percentage Assigned of Commitment / Advances Outstanding
Advances	$_____________	[$][CAD][EUR][GBP]_____________	____________%
Advances Outstanding	$_____________	[$][CAD][EUR][GBP]_____________	____________%
I/O Loan	$_____________	$_____________	____________%

 

Effective Date: __________________, 20__

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The terms set forth in this Assignment and Acceptance are hereby agreed to:

ASSIGNOR

 

[  ]

 

 

By: _____________________________

Name:

Title:

 

 

ASSIGNEE

 

[  ]

 

 

By: _____________________________

Name:

Title:

 

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Accepted:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior FUNDING, INC.,

as Administrative Agent

 

By: _________________________________
Name:

Title:

[Consented to:

 

Diameter Credit Company Holdings II LLC,
as the Borrower

 

By: _________________________________
Name:

Title:]

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ANNEX 1 TO ASSIGNMENT AND Acceptance

Loan and Servicing Agreement

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND Acceptance

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Loan and Servicing Agreement or any other Transaction Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Transaction Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its subsidiaries or Affiliates or any other Person obligated in respect of any Transaction Document or (iv) the performance or observance by the Borrower, any of its subsidiaries or Affiliates or any other Person of any of their respective obligations under any Transaction Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Loan and Servicing Agreement, (ii) it meets all requirements of an eligible assignee under the Loan and Servicing Agreement (subject to receipt of such consents as may be required under the Loan and Servicing Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Loan and Servicing Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Loan and Servicing Agreement, the other Transaction Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Transaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Transaction Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Borrower shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Administrative Agent for the benefit of (x) the Assignor for amounts which have accrued to but excluding the Effective Date and to (y) the Assignee for amounts which have accrued from and after the Effective Date.

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3. General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.

 

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Exhibit L-1

Form of U.S. Tax Compliance Certificate

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

Pursuant to the provisions of Section 2.11 of the Loan and Servicing Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

 

[NAME OF ▇▇▇▇▇▇]

 

 

By: __________________________

Name:

Title:

Date: [  ]

 

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Exhibit L-2

Form of U.S. Tax Compliance Certificate

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

Pursuant to the provisions of Section 2.11 of the Loan and Servicing Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

 

 

[NAME OF ▇▇▇▇▇▇]

 

 

By: __________________________

Name:

Title:

Date: [  ]

 

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Exhibit L-3

Form of U.S. Tax Compliance Certificate

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

Pursuant to the provisions of Section 2.11 of the Loan and Servicing Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

 

The undersigned has furnished its participating Lender with an IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

 

 

[NAME OF ▇▇▇▇▇▇]

 

 

By: __________________________

---

Name:

Title:

Date: [  ]

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Exhibit L-4

Form of U.S. Tax Compliance Certificate

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

Pursuant to the provisions of Section 2.11 of the Loan and Servicing Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Loan and Servicing Agreement or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

 

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

 

[NAME OF ▇▇▇▇▇▇]

 

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By: __________________________

Name:

Title:

Date: [  ]

 

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Exhibit M

Form of Joinder Supplement

JOINDER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2 of Schedule I hereto, Diameter Credit Company Holdings II LLC, as the borrower (the “Borrower”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior FUNDING, INC., as the administrative agent (the “Administrative Agent”).

W I T N E S E T H:

WHEREAS, this Joinder Supplement is being executed and delivered under Section [2.19][12.04] of the Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement; and

WHEREAS, the party set forth in Item 2 of Schedule I hereto (the "Proposed Lender") wishes to become a Lender designated as a Lender party to the Loan and Servicing Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

(a) Upon receipt by the Administrative Agent of an executed counterpart of this Joinder Supplement, to which is attached a fully completed Schedule I and Schedule II, each of which has been executed by the Proposed Lender, the Borrower, the Administrative Agent and the Collateral Agent, the Administrative Agent will transmit to the Proposed Lender, the Borrower and the Collateral Agent a Joinder Effective Notice, substantially in the form of Schedule III to this Joinder Supplement (a "Joinder Effective Notice"). Such Joinder Effective Notice shall be executed by the Administrative Agent and shall set forth, inter alia, the date on which the joinder effected by this Joinder Supplement shall become effective (the "Joinder Effective Date"). From and after the Joinder Effective Date, the Proposed Lender shall be designated as a Lender party to the Loan and Servicing Agreement for all purposes thereof.

(b) Each of the parties to this Joinder Supplement agrees and acknowledges that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Joinder Supplement.

(c) By executing and delivering this Joinder Supplement, the Proposed ▇▇▇▇▇▇ confirms to and agrees with the Administrative Agent, the Collateral Agent and the other Lender(s)

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as follows: (i) none of the Administrative Agent, the Collateral Agent and the other Lender(s) makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Loan and Servicing Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan and Servicing Agreement or any other instrument or document furnished pursuant thereto, or with respect to any promissory notes issued under the Loan and Servicing Agreement, or the Collateral or the financial condition of the Servicer or the Borrower, or the performance or observance by the Servicer or the Borrower of any of their respective obligations under the Loan and Servicing Agreement, any other Transaction Document or any other instrument or document furnished pursuant thereto; (ii) the Proposed Lender confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Supplement; (iii) the Proposed Lender will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan and Servicing Agreement; (iv) the Proposed Lender appoints and authorizes the Administrative Agent, the Collateral Custodian and the Collateral Agent, as applicable, to take such action as agent on its behalf and to exercise such powers under the Loan and Servicing Agreement as are delegated to the Administrative Agent, the Collateral Custodian and Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with the Loan and Servicing Agreement; and (v) the Proposed Lender agrees (for the benefit of the parties hereto and the other Lender(s)) that it will perform in accordance with their terms all of the obligations which by the terms of the Loan and Servicing Agreement are required to be performed by it as a Lender.

(d) Schedule II hereto sets forth administrative information with respect to the Proposed Lender.

(e) This Joinder Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Joinder Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.

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SCHEDULE I TO
JOINDER SUPPLEMENT

COMPLETION OF INFORMATION AND
SIGNATURES FOR JOINDER SUPPLEMENT

Re: Loan and Servicing Agreement, dated as of April 19, 2024, among Diameter Credit Company Holdings II LLC, as Borrower, the other parties thereto and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Administrative Agent.

Item 1: Date of Joinder Supplement: ______________

Item 2: Proposed Lender: ______________________

Item 3: Commitment: ______________

Item 4: Signatures of Parties to Agreement:

___________________________,
as Proposed Lender

By:
Name:
Title:

 

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Diameter Credit Company Holdings II LLC,
as Borrower

By: ___________________________________
Name:
Title:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc.,
as Administrative Agent

By:
Name:
Title:

 

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SCHEDULE II TO
JOINDER SUPPLEMENT

ADDRESS FOR NOTICES
AND
WIRE INSTRUCTIONS

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SCHEDULE III TO
JOINDER SUPPLEMENT

FORM OF
JOINDER EFFECTIVE NOTICE

To: [Name and address of the Borrower, Collateral Agent and Proposed Lender]

The undersigned is the Administrative Agent under the Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the “Loan and Servicing Agreement”), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. [Note: attach copies of Schedules I and II from such Joinder Supplement.] Terms defined in such Joinder Supplement are used herein as therein defined.

Pursuant to such Joinder Supplement, you are advised that the Joinder Effective Date for [Name of Proposed Lender] will be _____________ and such Proposed Lender will be a Lender designated as a Lender with a Commitment of __________.

Very truly yours,

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior FUNDING, INC.,
as Administrative Agent

By:
Name:
Title:

 

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Exhibit N

Form of power of attorney for servicer

[Date]

This Power of Attorney is executed and delivered by Diameter Credit Company, as the Servicer under the Loan and Servicing Agreement (each as defined below), to [  ], as the [Collateral Agent]/[Administrative Agent] under the Loan and Servicing Agreement (together with its successors and assigns in such capacity, the "Attorney"), pursuant to that certain Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

No person to whom this Power of Attorney is presented, as authority for the Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from the Servicer as to the authority of the Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to the Attorney unconditionally the authority to take and perform the actions contemplated herein, and the Servicer irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or canceled by the Servicer until all obligations of the Borrower under the Transaction Documents have been indefeasibly paid in full and the Attorney has provided its written consent thereto (which consent shall not be unreasonably withheld or delayed).

Diameter Credit Company, as the Servicer, hereby irrevocably constitutes and appoints the Attorney (and all officers, employees or agents designated by the Attorney), solely in connection with the enforcement of the rights and remedies of the Administrative Agent, the Collateral Agent, the Lender and the other Secured Parties under the Loan and Servicing Agreement and in connection with notifying Obligors of the Collateral Agent's interest in the Collateral pursuant to Section 5.01(dd) of the Loan and Servicing Agreement, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the Servicer's place and stead and at the Servicer's expense and in the Servicer's name or in the Attorney's own name, from time to time in the Attorney's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to exercise the rights of the Servicer under the Loan and Servicing Agreement and the other Transaction Documents, and, without limiting the generality of the foregoing, hereby grants to the Attorney

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the power and right, on its behalf, without notice to or assent by it, to do the following in connection with exercising the rights of the Servicer under the Loan and Servicing Agreement: (a) open mail for the Servicer, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due, and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices, in each case in connection with the Collateral; (b) effect any repairs to any of the Collateral, or continue or obtain any insurance with respect to the Collateral and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against the Collateral; (d) to the extent related to the Collateral and the transactions contemplated by the Transaction Documents, defend any suit, action or proceeding brought against the Servicer with respect to the Collateral if the Servicer does not defend such suit, action or proceeding or if the Attorney reasonably believes that it is not pursuing such defense in a manner that will maximize the recovery to the Attorney with respect to the Collateral, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as the Attorney may deem appropriate; (e) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by the Attorney for the purpose of collecting any and all such moneys due to the Servicer with respect to the Collateral whenever payable and to enforce any other right in respect of the Collateral; (f) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with the Collateral, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; (g) give any necessary receipts or acquittance for amounts collected or received under the Loan and Servicing Agreement; (h) make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant to the Loan and Servicing Agreement; (i) execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition of the Collateral, the Servicer hereby ratifying and confirming all that such Attorney (or any substitute) shall lawfully do or cause to be done hereunder and pursuant hereto; (j) send such notification forms as the Attorney deems appropriate to give notice to Obligors of the Secured Parties' interest in the Collateral; (k) sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document; and (l) cause the certified public accountants then engaged by the Servicer to prepare and deliver to the Attorney at any time and from time to time, promptly upon the Attorney's request, any reports required to be prepared by or on behalf of the Servicer or the Borrower under the Transaction Documents, all as though the Attorney were the absolute owner of the Collateral for all purposes, and to do, at the Attorney's option and the Servicer's expense, at any time or from time to time, all acts and other things that the Attorney reasonably deems necessary to perfect, preserve or realize upon the Collateral and the Liens of the Collateral Agent, for the benefit of the Secured Parties, thereon (including without limitation the execution and filing of UCC financing statements and continuation statements), all as fully and effectively as the Servicer might do. The Servicer hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. This Power of Attorney shall be construed in accordance with and governed by the laws of the State of New York.

[Remainder of Page Left Intentionally Blank]

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In Witness Whereof, this Power of Attorney is executed by the Servicer as of the date first written above.

Diameter Credit Company

 

 

By: __________________________

Name:

Title:

 

Sworn to and subscribed before

me this [  ], 2024:

 

 

____________________________________

Notary Public

 

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Exhibit O

Form of power of attorney for Borrower

[Date]

This Power of Attorney is executed and delivered by Diameter Credit Company Holdings II LLC, as the Borrower under the Loan and Servicing Agreement (each as defined below), to [  ], as the [Collateral Agent]/[Administrative Agent] under the Loan and Servicing Agreement (together with its successors and assigns in such capacity, the "Attorney"), pursuant to that certain Loan and Servicing Agreement, dated as of April 19, 2024 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the "Loan and Servicing Agreement"), by and among Diameter Credit Company Holdings II LLC, as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Diameter Credit Company, as the transferor (together with its successors and assigns in such capacity, the "Transferor"), Diameter Credit Company, as the servicer (together with its successors and assigns in such capacity, the "Servicer"), each of the lenders from time to time party thereto (the "Lenders"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the "Administrative Agent"), Citibank, N.A., as the collateral agent, the collateral custodian and the account bank, and Siepe, LLC, as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement.

No person to whom this Power of Attorney is presented, as authority for the Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from the Borrower as to the authority of the Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to the Attorney unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been indefeasibly paid in full and the Attorney has provided its written consent thereto (which consent shall not be unreasonably withheld or delayed).

Diameter Credit Company Holdings II LLC hereby irrevocably constitutes and appoints the Attorney (and all officers, employees or agents designated by the Attorney), solely in connection with the enforcement of the rights and remedies of the Administrative Agent, the Collateral Agent, the Lender and the other Secured Parties under the Loan and Servicing Agreement and in connection with notifying Obligors of the Collateral Agent's interest in the Collateral pursuant to Section 5.01(dd) of the Loan and Servicing Agreement, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the Borrower's place and stead and at the Borrower's expense and in the Borrower's name or in the Attorney's own name, from time to time in the Attorney's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of the Loan and Servicing Agreement and the other Transaction Documents, and, without limiting the generality of the foregoing, hereby grants to the

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Attorney the power and right, on its behalf, without notice to or assent by it, to do the following: (a) open mail for the Borrower, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due, and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices; (b) effect any repairs to any of the Borrower's assets, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against the Borrower or the Borrower's property; (d) to the extent related to the Collateral and the transactions contemplated by the Transaction Documents, defend any suit, action or proceeding brought against the Borrower if the Borrower does not defend such suit, action or proceeding or if the Attorney reasonably believes that it is not pursuing such defense in a manner that will maximize the recovery to the Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as the Attorney may deem appropriate; (e) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by the Attorney for the purpose of collecting any and all such moneys due to the Borrower whenever payable and to enforce any other right in respect of the Borrower's property; (f) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any of the Borrower's property, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; (g) give any necessary receipts or acquittance for amounts collected or received under the Loan and Servicing Agreement; (h) make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant to the Loan and Servicing Agreement; (i) execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition of the Collateral, the Borrower hereby ratifying and confirming all that such Attorney (or any substitute) shall lawfully do or cause to be done hereunder and pursuant hereto; (j) send such notification forms as the Attorney deems appropriate to give notice to Obligors of the Secured Parties' interest in the Collateral; (k) sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document; and (l) cause the certified public accountants then engaged by the Borrower to prepare and deliver to the Attorney at any time and from time to time, promptly upon the Attorney's request, any reports required to be prepared by or on behalf of the Borrower under the Transaction Documents, all as though the Attorney were the absolute owner of the Borrower's property for all purposes, and to do, at the Attorney's option and the Borrower's expense, at any time or from time to time, all acts and other things that the Attorney reasonably deems necessary to perfect, preserve or realize upon the Collateral and the Liens of the Collateral Agent, for the benefit of the Secured Parties, thereon (including without limitation the execution and filing of UCC financing statements and continuation statements), all as fully and effectively as the Borrower might do. The Borrower hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. This Power of Attorney shall be construed in accordance with and governed by the laws of the State of New York.

[Remainder of Page Left Intentionally Blank]

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In Witness Whereof, this Power of Attorney is executed by the Borrower as of the date first written above.

Diameter Credit Company Holdings II LLC

 

 

By: __________________________

Name:

Title:

 

Sworn to and subscribed before

me this [  ], 2024:

 

 

____________________________________

Notary Public

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