THIRD AMENDMENT AGREEMENT dated as of August 28, 2025 (this “Amendment”) to the Credit Agreement dated as of January 12, 2023 (as amended by the Amendment Agreement, dated as of June 22, 2023, and the Second Amendment Agreement, dated as of November...

Exhibit 10.1

Execution Version

THIRD AMENDMENT AGREEMENT dated as of August 28, 2025 (this “Amendment”) to the Credit Agreement dated as of January 12, 2023 (as amended by the Amendment Agreement, dated as of June 22, 2023, and the Second Amendment Agreement, dated as of November 8, 2024, and as otherwise amended, restated, amended and restated, supplemented and otherwise modified, from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”) among HLEND Holdings C, L.P., as borrower (the “Borrower”); HPS Corporate Lending Fund, as equity holder (“Equity Holder”); the Lenders party thereto (the “Existing Lenders”); U.S. Bank Trust Company, National Association, as Administrative Agent (the “Administrative Agent”) and U.S. Collateral Agent (the “U.S. Collateral Agent”); U.S. Bank National Association, as U.S. Custodian (the “U.S. Custodian”) and Document Custodian (the “Document Custodian”); and Blackstone Asset Based Finance Advisors LP (“Blackstone Asset Based Finance Representative” and together with all the aforementioned parties, the “Existing Credit Agreement Parties”).

The Borrower and the Collateral Manager have requested certain modifications to the terms of the Credit Agreement, including an increase in the Maximum Facility Amount and the addition of one or more new lenders (each a “New Lender”, and collectively, the “New Lenders”), and the Existing Credit Agreement Parties and the New Lenders hereby consent to the foregoing and the terms hereof, all on and subject to the terms and conditions set forth herein. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

“Third Amendment Effective Date” means the date (if any) on which the Blackstone Asset Based Finance Representative and the Borrower shall have confirmed to the Collateral Manager, the Administrative Agent and the U.S. Collateral Agent in writing that the Third Amendment Conditions have been satisfied.

“Third Amendment Conditions” means conditions satisfied if and only if:

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(2) Limited Guarantor represents and warrants that (i) the representations and warranties contained in the Limited Guaranty are true and correct in all material respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the Third Amendment Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and (ii) as of the Third Amendment Effective Date, and after giving effect to this Amendment, it is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

(2) Limited Guarantor (i) agrees that the Limited Guaranty continues to be in full force and effect, (ii) acknowledges that the “Loans” include any and all Loans

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made now or in the future by each New Lender and each Existing Lender in respect of its Commitment and that “Obligations” include any and all Loans made now or in the future by each New Lender and each Existing Lender in respect of its Commitment and all interest and other amounts owing in respect thereof under the Loan Documents, and (iii) confirms its limited guaranty, all as provided in the Limited Guaranty as originally executed.

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

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Annex A

Conformed Credit Agreement

[See Attached]

Annex B

SCHEDULE D

Commitment Schedule

[Intentionally Omitted]

EXECUTIONCONFORMED COPY INCORPORATING

Amendment Agreement dated June 22, 2023

Second Amendment Agreement dated November 8, 2024

Third Amendment Agreement dated August 28, 2025

CREDIT AGREEMENT

dated as of January 12, 2023

as amended by that certain Amendment Agreement, dated as of June 22, 2023

among

HLEND Holdings C, L.P.,

as Borrower,

HPS Corporate Lending Fund,

as Equity Holder,

the Lenders Referred to Herein,

U.S. Bank Trust Company, National Association,

as Administrative Agent and U.S. Collateral Agent,

Blackstone Asset Based Finance Advisors LP,

as Blackstone Asset Based Finance Representative

and

U.S. Bank National Association,

as U.S. Custodian and Document Custodian

TABLE OF CONTENTS

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT dated as of January 12, 2023, is entered into by and among:

(a) HLEND Holdings C, L.P., a Delaware limited partnership, as borrower (the “Borrower”);

(b) HPS Corporate Lending Fund, a Delaware statutory trust (the “Equity Holder”);

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

(d) U.S. Bank Trust Company, National Association, as Administrative Agent and U.S. Collateral Agent;

(e) Blackstone Asset Based Finance Advisors LP, as Blackstone Asset Based Finance Representative; and

(f) U.S. Bank National Association, as U.S. Custodian and Document Custodian.

RECITALS

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

The Borrower has requested the Lenders to make Loans available to it on the terms and conditions hereunder in an aggregate principal amount outstanding at any one time not to exceed the Maximum Facility Amount, the proceeds of which will be used by the Borrower Entities to acquire certain Collateral Loans, to pay certain fees and expenses and for the other limited purposes set forth in Section 5.17 hereof.

The Borrower has agreed to secure all of the Obligations by (i) granting to the U.S. Collateral Agent, for the benefit of Secured Parties, a Lien on all of its assets, all on the terms and subject to the conditions set forth herein and in the other Loan Documents, and (ii) on any Investment Subsidiary Joinder Date, granting to the LuxCo Collateral Agent, for the benefit of Secured Parties, a Lien on all of the Equity Interests and receivables in the Investment Subsidiary. The Equity Holder has agreed to secure all of the Obligations by granting to the U.S. Collateral Agent, for the benefit of Secured Parties, a Lien on all of the Equity Interests (other than general partnership interests) in the Borrower.

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

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

GRANTING CLAUSE

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

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

(b) (1) the Custodial Account and all Collateral which is delivered to the U.S. Collateral Agent in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (2) each of the other Covered Accounts and (3) Eligible Investments or other investments (whether or not such investments constitute Eligible Investments) purchased with funds on deposit in the Covered Accounts, and all income from the investment of funds in the Covered Accounts;

(c) moneys, securities, reserves and other property now or at any time in the possession of the U.S. Collateral Agent or its bailee, agent or custodian with respect to any Collateral or proceeds thereof (including, without limitation, all Eligible Investments and other investments);

(d) all property or assets securing or otherwise relating to any Collateral Loan, Eligible Investment, other investment, Collateral, or any Related Contract;

(e) the Master Transfer Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Specified Partnership Documents, and the other Loan Documents;

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

(g) the Specified LP Interests and all of the Equity Interests and receivables in the Investment Subsidiary; and

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

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To secure the due and punctual payment and performance of all Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms thereof, the Equity Holder hereby Grants for purposes of collateral security to the U.S. Collateral Agent for the benefit of the Secured Parties a security interest in all of the Equity Holder’s right, title and interest in and to all Equity Interests in the Borrower, whether now owned or hereafter acquired and all proceeds of any of the foregoing (the “Equity Holder Collateral”).

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

Article I.  DEFINITIONS AND INTERPRETATION

1.1 Definitions.

The following terms, as used herein, have the following meanings:

“ABL Collateral Loan” means a Collateral Loan as to which (a) the underwriting of such Collateral Loan was based primarily on the appraised value of the assets securing such Collateral Loan (for the avoidance of doubt, other than the enterprise value of the Obligor in respect of such Collateral Loan) and (b) advances in respect of such Collateral Loan are governed by a borrowing base relating to the assets securing such Collateral Loan.

“ABL Facility” means a lending facility pursuant to which the loans thereunder are (a) secured by a perfected, first priority security interest (subject to permitted liens) in accounts receivable, inventory, machinery, equipment, real estate, oil and gas reserves, vessels, periodic revenues or other real or personal property, where such collateral security consists of assets generated or acquired by the related Obligor in its business or (b) structured as a first out tranche of a facility secured as described in clause (a) of the definition hereof (an “ABL Facility First Out Tranche”).

“ABL LTV” means, with respect to any ABL Collateral Loan at any time, the result, expressed as a percentage, of:

(a)  the Principal Balance of such Collateral Loan, together with the principal amount of any other Indebtedness of the Obligor of such Collateral Loan secured by the assets securing such ABL Collateral Loan and senior to or pari passu with such ABL Collateral Loan at such time,

divided by

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(b)  the appraised value of the assets securing such ABL Collateral Loan (as most recently reported by the Obligor of such Collateral Loan pursuant to the Underlying Instruments of such Collateral Loan).

“Acceptable Rating Agency” means KBRA, Moody’s, S&P, ▇▇▇▇▇ or DBRS, so long as, in each case, such credit rating agency continues to be a nationally recognized statistical rating organization recognized by the U.S. Securities and Exchange Commission and is approved as a “Credit Rating Provider” (or other similar designation) by the NAIC.

“Account Control Agreement” means the Account Control Agreement among the Borrower, as debtor, the U.S. Collateral Agent, as secured party, and the Securities Intermediary, dated as of the Closing Date.

“Accrual Period” means (a) the period from (and including) the Closing Date to but excluding the initial Quarterly Payment Date, and (b) each successive period from and including each Quarterly Payment Date to but excluding the following Quarterly Payment Date.

“acquire” means to purchase, enter into, originate, receive by contribution or otherwise acquire. The terms “acquired”, “acquiring” and “acquisition” have correlative meanings.

“Additional Revaluation Events” means, with respect to any Collateral Loan, such events or circumstances (if any) as may be agreed in writing from time to time (including in connection with such Collateral Loan becoming a Reapproved Collateral Loan) between the Borrower and the Blackstone Asset Based Finance Representative as “Additional Revaluation Events” with respect to such Collateral Loan.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to Term SOFR for such calculation; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Agent” means U.S. Bank Trust Company, National Association in its capacity as administrative agent hereunder and its successors in such capacity.

“Administrative Agent Cooperation Agreement” means (i) the Administrative Agent Cooperation Agreement dated as of the Closing Date among HPS, as Consenting Party HPS Corporate Lending Fund, as Consenting Party, the Borrower, and the U.S. Collateral Agent, (ii) any Administrative Agent Cooperation Agreement entered into on or about an Investment Subsidiary Joinder Date among HPS, as Consenting Party, HPS Corporate Lending Fund, as Consenting Party, the Borrower, the U.S. Collateral Agent and the Investment Subsidiary, as applicable, and (iii) any Administrative Agent Cooperation Agreement entered into by any Specified Partnership upon such Specified Partnership becoming a Borrower Entity hereunder, among HPS, as Consenting Party, HPS Corporate Lending Fund, as Consenting Party, the Borrower, such Specified Partnership, and the U.S. Collateral Agent.

“Administrative Agent Fee” means the fee payable to the Administrative Agent in arrears on each Quarterly Payment Date pursuant to the Administrative Agent Fee Letter.

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“Administrative Agent Fee Letter” means the fee letter dated on or about the Closing Date between Administrative Agent (or any of the other Bank Parties on its behalf), and the Borrower (or the Collateral Manager on its behalf) with respect to certain fees to be paid from time to time to the Administrative Agent (which fee letter may be combined with the fee letter of the other Bank Parties).

“Administrative Expenses” means, without duplication, fees, expenses (including indemnities) and other amounts due and payable with respect to any Quarterly Payment Date (including, with respect to any Quarterly Payment Date, any such amounts that were due and not paid on any prior Quarterly Payment Date) and payable in the following order by the Borrower to:

(a) first, to the U.S. Collateral Agent in respect of the U.S. Collateral Agent Fee, the LuxCo Collateral Agent in respect of the LuxCo Collateral Agent Fee, the Administrative Agent in respect of the Administrative Agent Fee and any fees owed to the Collateral Administrator, the Custodians, the Document Custodian and the Securities Intermediary (if any), and for the reimbursement of reasonable and documented out-of-pocket expenses (including reasonable and documented fees and disbursements of outside counsel and Indemnified Amounts) and disbursements incurred by the U.S. Collateral Agent, the LuxCo Collateral Agent, the Administrative Agent, the Collateral Administrator, the Custodians, the Document Custodian and the Securities Intermediary under any Loan Documents in accordance with the provisions of this Agreement and, to the extent provided in Section 1.6, U.S. Bank National Association (or any Affiliate, if applicable)as a custodian for a Specified Partnership;

(b) second, (1) first, to the Blackstone Asset Based Finance Representative, for the reimbursement of reasonable and documented out-of-pocket expenses and disbursements incurred by (and any indemnities owing to) the Blackstone Asset Based Finance Representative, and (2) second, to pay the Lenders for the reimbursement of reasonable and documented out-of-pocket expenses and disbursements incurred by (and any indemnities owing to) them, in each case in accordance with the provisions of Section 12.3 or as otherwise expressly provided in this Agreement;

(c) third, for fees and reasonable and documented out-of-pocket expenses of any Rating Agency in connection with any rating of the Loans or the Collateral Loans, including and ongoing Rating Agency surveillance fees; and

(d) fourth, on a pro rata basis, the following amounts (excluding indemnities unless otherwise noted) to the following parties:

(1) the Collateral Manager (other than the Collateral Management Fee) under the Collateral Management Agreement, including legal fees and expenses of counsel to the Collateral Manager;

(2) the Independent Director pursuant to the Constituent Documents in respect of services provided to the General Partner thereunder;

(3) the agents and counsel of the Borrower for fees, including retainers, and expenses (including the expenses associated with complying with FATCA (as amended from time to time) and any other tax compliance regulations); and

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(4) without duplication, any Person in respect of any other reasonable fees or expenses of the Borrower (including in respect of any Indemnified Amounts, if applicable) not prohibited under this Agreement and any reports and documents delivered pursuant to or in connection with this Agreement;

provided that Administrative Expenses shall not include (1) any salaries of any employees of the Borrower (for the avoidance of doubt, the Borrower does not and shall not have any employees or pay any salaries) or the Collateral Manager, (2) any Increased Costs, (3) amounts due in respect of actions taken on or before the Closing Date in connection with the closing of the transactions contemplated by this Agreement and (4) any Collateral Management Fee.

“Administrative Officer” means, when used with respect to the Bank Parties (in each of their respective capacities hereunder or under any other Loan Document), any vice president, assistant vice president, treasurer, assistant treasurer, trust officer, associate or any other officer of the U.S. Collateral Agent who shall have direct responsibility for the administration of this Agreement or to whom any corporate trust matter is referred within the Corporate Trust Office because of his or her knowledge of and familiarity with the particular subject.

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

“Advance Rate” means, for each Collateral Loan, the percentage set forth in clause (a), (b) or (c) below, as applicable:

(a) if such Collateral Loan is a Senior Secured Collateral Loan, 67.5%;

(b) if such Collateral Loan is a Second Lien Collateral Loan, 35%;

(c) if such Collateral Loan is a First Lien/Last Out Collateral Loan, 55%,

provided that:

(1) the Advance Rate for each Collateral Loan that is a Participation shall be the Advance Rate otherwise determined in accordance with the above for the Collateral Loan if it were not held in the form of a Participation, reduced by 15% of par (for example, if the Advance Rate determined for such Collateral Loan would be equal to 55% but for the application of this clause (1), then the Advance Rate after giving effect to this clause (1) would be equal to 40%); and

(2) the Advance Rate for a Collateral Loan may be reduced to zero as provided in Sections 1.6.

“Affiliate” or “Affiliated” means, with respect to any Person, (a) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such Person; provided that, for purposes of the definition of “Concentration Limitations”, the term “Affiliate” shall not include any Affiliate relationship that may exist solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor. For the purposes of this

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definition (1) “control” of a Person shall mean the power, direct or indirect, (x) to vote more than 50% of the securities or other interests having ordinary voting power for the election of directors of such Persons or (y) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; and (2) the term “Borrower Affiliated Lender” shall include any investment advisor to the Borrower, any account, fund, client or portfolio established and controlled by the investment advisor of the Borrower or for which such investment advisor or an Affiliate of such investment advisor acts as the investment adviser or exercises control.

“Affiliate Employee” means, with respect to any Person, any other Person who is a director (other than an independent director), officer or employee (1) of such Person, (2) of any subsidiary or parent company of such Person or (3) of any Affiliate.

“Agency Fee” means the fee payable to the the Lenders on each Quarterly Payment Date pursuant to the Agency Fee Letter.

“Agency Fee Letter” means the fee letter dated on or about the Third Amendment Effective Date between the Administrative Agent, the Blackstone Asset Based Finance Representative, the Borrower and the Lenders with respect to certain fees to be paid from time to time to the Lenders.

“Agent Fees” is defined in Section 2.6.

“Agent Fee Letters” means, collectively, the Administrative Agent Fee Letter and the U.S. Collateral Agent Fee Letter.

“Agents” means each of:

(a) the Administrative Agent;

(b) the U.S. Collateral Agent (including in its other capacities under the Loan Documents); and

(c) the LuxCo Collateral Agent (including in its other capacities under the Loan Documents), and “Agent” means any one of them.

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

“Agreed Price” means, for any Collateral Loan at any time, the Initial Agreed Price therefor; provided that:

(a) other than as set forth in clause (b) below, (i) if a Revaluation Event has occurred with respect to such Collateral Loan, then the “Agreed Price” for such Collateral Loan shall be the price determined pursuant to Section 10.3 and (ii) with respect to any Unsettled Purchased Asset, the “Agreed Price” for such Collateral Loan shall be subject to Section 1.3(e); and

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(b) notwithstanding clause (a), if such Collateral Loan is a Reapproved Collateral Loan at such time, the Agreed Price for such Collateral Loan shall be the price agreed by the Borrower and the Blackstone Asset Based Finance Representative (each in their respective sole and absolute discretion) in connection with the reapproval of such Collateral Loan pursuant to the terms and conditions set forth herein.

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

“Alternate Base Rate” means, for any day, the highest of:

(a) zero percent per annum;

(b) the Prime Rate in effect on such day;

(c) the Federal Funds Rate in effect on such day plus ¹⁄₂ of 1% per annum; and

(d) Term SOFR published on such day (or, if such day is not a Business Day, as of the immediately preceding Business Day) for an Interest Period of one month plus 1.00%.

Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR (or successor therefor) shall be effective from and including the effective day of such change in the Prime Rate, the Federal Funds Rate or Term SOFR (or successor therefor), respectively.

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

“Alternate Base Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Amortization Period” means the period commencing on the first day following the Reinvestment Period to and including the date on which the Loans and other Obligations are repaid in full.

“Anticipated Repayment Date” means January 11, 20302032 ; provided that the Anticipated Repayment Date may be extended pursuant to Section 2.13 as provided therein.

“Anti-Corruption Laws” means, to the extent applicable, (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other anti- bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which any Credit Party is located or doing business.

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“Anti-Money Laundering Laws” means applicable law, rule or regulation in any jurisdiction in which any Credit Party is located or doing business that relates to money laundering or terrorism financing, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.

“Applicable Lending Office” means, with respect to any Lender, the office or offices designated as its “Lending Office” opposite its name in the signature pages hereto or such other office of such Lender as such Lender may from time to time specify in writing to the Borrower and the Administrative Agent. If a Lender does not have separate lending offices, such Lender shall not be required to designate an Applicable Lending Office.

“Applicable Margin” means, for any day:

(a) in respect of any Loan that is not a Base Rate Loan on such day, (i) for any day prior to the Second Amendment Effective Date, 2.95% per annum, and (ii) for any day on and after the Second Amendment Effective Date but prior to the Third Amendment Effective Date, 2.30% per annum, and (iii) for any day on and after the Third Amendment Effective Date, 1.90% per annum; and

(b) in respect of any Loan that is a Base Rate Loan on such day, (i) for any day prior to the Second Amendment Effective Date, 1.95% per annum, and (ii) for any day on and after the Second Amendment Effective Date but prior to the Third Amendment Effective Date, 1.30% per annum, and (iii) for any day on and after the Third Amendment Effective Date, 0.90% per annum;

provided that the Applicable Margin for any day will be 2.00 percentage points greater than the percentage set forth in clause (a) or (b) above, as applicable, on such day if such day is on or after the Anticipated Repayment Date.

“Applicable Obligation” means, as to any Collateral Loan at any time, any other debt obligation of the same Obligor secured by the same collateral and that is either (a) senior in right of payment to such Collateral Loan or (b) pari passu with such Collateral Loan.

“Applicable Rate” means, with respect to any Loan, the sum of (a) Adjusted Term SOFR applicable to the relevant Interest Period plus (b) the Applicable Margin; provided that, in the case of any Interest Period on or after the first day on which a Lender shall have notified the Administrative Agent and the Borrower in writing pursuant to Section 11.1 that Term SOFR will not adequately and fairly reflect the cost to such Lender of funding its Loans for such Interest Period or shall have notified the Administrative Agent and the Borrower in writing pursuant to Section 11.2 that it is not permitted to fund or maintain Loans at Term SOFR (and such Lender shall not have subsequently notified the Administrative Agent and the Borrower that the circumstances giving rise to such situation no longer exist), the Applicable Rate shall be a rate per annum equal to the sum of (1) the Alternate Base Rate (without giving effect to clause (d) of the definition thereof) in effect on each day of such Interest Period plus (2) the Applicable Margin for such Loans.

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“Approved Valuation Firm” means, with respect to any type of Collateral Loan:

(a) any valuation firm listed in Schedule C with respect to such type of Collateral Loan; and

(b) any other valuation firm approved in writing by the Blackstone Asset Based Finance Representative (in its sole and absolute discretion).

“Assignee” has the meaning set forth in Section 12.5(c).

“Assignment and Assumption” means an Assignment and Assumption Agreement in substantially the form of Exhibit C hereto entered into by a Lender, an assignee, the Borrower (if applicable) and the Administrative Agent (if applicable).

“AUD” means the lawful currency of Australia.

“Authorized Officer” means:

(a) with respect to the Borrower, either (1) the Chief Executive Officer, Chief Financial Officer, or any other director, officer or employee of HPS, in its role as investment manager to the Collateral Manager, that is responsible for or otherwise materially involved in the administration or collection of the Collateral Loans, or (2) the Chief Executive Officer, Chief Financial Officer, or any other director, officer or employee of the General Partner, that is responsible for or otherwise materially involved in the administration or collection of the Collateral Loans;

(b) with respect to the Collateral Manager, either (i) the Chief Executive Officer, Chief Financial Officer, or any other director, officer or employee of HPS, in its role as investment manager to the Collateral Manager, that is responsible for or otherwise materially involved in the administration or collection of the Collateral Loans or (ii) any director of HPS Corporate Lending Fund;

(c) with respect to any of the Bank Parties (in any of their respective capacities hereunder or under any other Loan Document), an Administrative Officer thereof;

(d) with respect to the LuxCo Collateral Agent (including, for the avoidance of doubt, in its capacity as LuxCo Custodian), any officer, employee or agent thereof, as applicable, who is authorized to act for it in matters relating to, and binding upon, it with respect to the subject matter of the request, certificate or order in question; and

(e) with respect to the Investment Subsidiary, any Authorized Signatory (as such term is defined in the relevant authorizing resolution) or any of its managers (gérants).

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

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) 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

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determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (d) of Section 1.8 or (y) if the then current Benchmark is not a term rate nor based on a term rate, any payment period for interest calculated with reference to such Benchmark pursuant to this Agreement as of such date.

“Bank” means U.S. Bank Trust Company, National Association.

“Bank Parties” means:

(a) the Bank, in its capacities as Administrative Agent, U.S. Collateral Agent, and Collateral Administrator and U.S. Bank National Association as Securities Intermediary, U.S. Custodian and Document Custodian;

(b) the Bank, as LuxCo Collateral Agent, and U.S. Bank National Association as LuxCo Custodian, and in each case, each of them in their other capacities hereunder and under the other Loan Documents. “Bankruptcy Code” means Title 11 of the United States Code, entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes.

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

“Basel II” means the June 2006 report of the Basel Committee on Banking Supervision entitled “Basel II: International Convergence of Capital Measurement and Capital Standards: A Revised Framework, Comprehensive Version” and any law, rule, regulation or guideline (or any change thereto) adopted pursuant to or arising out of such report.

“Basel III” means the global regulatory standards on bank capital adequacy and liquidity referred to by the Basel Committee on Banking Supervision as “Basel III” or the “Basel III Framework” published in December 2010 together with any further guidance or standards in relation to “Basel III” or the “Basel III Framework” published or to be published by the Basel Committee on Banking Supervision.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that when the Benchmark Replacement Date shall have occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of Section 1.8.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that (x) can be determined by the Blackstone Asset Based Finance Representative and (y) is administratively feasible as determined by the Blackstone Asset Based Finance Representative for the applicable Benchmark Replacement Date:

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

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(2) the sum of (a) the alternate benchmark rate that has been selected by the Blackstone Asset Based Finance Representative and the Borrower as the replacement for the then-current Benchmark 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 evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time, and (b) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Blackstone Asset Based Finance Representative in its reasonable discretion. If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than 0.00%, the Benchmark Replacement will be deemed to be 0.00% for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Blackstone Asset Based Finance Representative and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

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

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“Benchmark Replacement Date” means a date and time determined by the Blackstone Asset Based Finance Representative and the Borrower upon the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the fifth (5^th) Business Day after the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event, ”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date;

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

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

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

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

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(3) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

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

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 1.8 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 1.8.

“Blackstone Asset Based Finance” means Blackstone Asset Based Finance Advisors LP.

“Blackstone Asset Based Finance Affiliates” means Affiliates of Blackstone Asset Based Finance within the structured products group of the credit-focused division of The Blackstone Group Inc.

“Blackstone Asset Based Finance Entity” means Blackstone Asset Based Finance and each Blackstone Asset Based Finance Affiliate, and shall include, without limitation, each fund, account and client that is, or is a fund or an account of, an insurance company, in any case that is managed, advised or sub-advised by Blackstone Asset Based Finance, as the context may require.

“Blackstone Asset Based Finance Investor” shall mean any insurance company investor in a fund or an account managed or advised by Blackstone Asset Based Finance or a Blackstone Asset Based Finance Affiliate to which investor Blackstone Asset Based Finance or a Blackstone Asset Based Finance Affiliate is providing certain administrative and other services.

“Blackstone Asset Based Finance Representative” shall mean, Blackstone Asset Based Finance, and, after the Closing Date, any successor or assign that is a Blackstone Asset Based Finance Affiliate appointed by the previous Blackstone Asset Based Finance Representative, effective after five (5) Business Days’ advance written notice of such appointment to the Borrower, the Administrative Agent and the U.S. Collateral Agent; provided, that if no Lender under this Agreement is a Blackstone Asset Based Finance Entity then “Blackstone Asset Based Finance Representative” shall mean a Lender appointed by the Requisite Lenders and

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notified to the Administrative Agent and the U.S. Collateral Agent to fulfill the role as the Blackstone Asset Based Finance Representative with the consent of the Borrower or, in the absence of any such appointment, shall mean the Requisite Lenders.

“Bond” means a publicly issued or privately placed debt security (that is not a loan or a participation interest in a loan) that is issued by a corporation, limited liability company, partnership, trust or other type of entity.

“Borrower” is defined in the preamble.

“Borrower Affiliated Lender” means any Lender that is (or has granted a participation (but only to the extent of such participation) under this Agreement to or for the benefit of) the Borrower, the Collateral Manager or an Affiliate of the Borrower or the Collateral Manager.

“Borrower Collateral Loan” means a Collateral Loan held by the Borrower.

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

“Borrower Order” means a written order or request dated and signed in the name of the Borrower by an Authorized Officer of the Borrower or by an Authorized Officer of the Collateral Manager. An order or request provided in an email or other electronic communication by an Authorized Officer of the Borrower or by an Authorized Officer of the Collateral Manager shall constitute a Borrower Order, except in each case to the extent the U.S. Collateral Agent requests otherwise in writing.

“Borrower Sale and Contribution Agreement” means the Sale and Contribution Agreement dated on or around the Closing Date, between the Equity Holder and the Borrower.

“Borrowing” has the meaning assigned to such term in Section 2.1.

“Borrowing Base” means, at any time:

(a) the sum, for each Collateral Loan in the Collateral Portfolio at such time (excluding Ineligible Collateral Loans and In Transit Contribution Loans), of the product of:

(1) the Agreed Price of such Collateral Loan;

(2) the Advance Rate for such Collateral Loan at such time;

(3) the Principal Balance of such Collateral Loan at such time (excluding any Excess Concentration Amounts at such time); and

(4) the Current FX Rate for such Collateral Loan at such time; plus

(b) the Dollar Equivalent of the amounts on deposit in the Transaction Accounts at such time representing either Principal Proceeds; plus.

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(c) the Dollar Equivalent of the aggregate sale prices (at their then-current Expected Settlement Prices) for all Unsettled Sale Assets as at such date (if any); minus

(d) the Dollar Equivalent of the aggregate purchase prices (at their then-current Expected Settlement Prices) for all Unsettled Purchase Assets (other than In Transit Contribution Loans) as at such date (if any) (excluding any portions of Unsettled Purchase Assets to the extent excluded as Excess Concentration Amounts pursuant to clause (a)(3) above).

“Borrowing Base Deficiency” means, at any time, the excess (if any) at such time of:

(a) the aggregate principal amount of the Loans outstanding at such time; over

(b) the Borrowing Base at such time.

“Borrowing Base Test” means a test that is in compliance at any time if and only if the Borrowing Base at such time is greater than or equal to the aggregate principal amount of the Loans outstanding at such time.

“Borrowing Date” means the date of a Borrowing.

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

“Business Day” means any day except a Saturday, Sunday or a day on which commercial banks in New York, New York, Luxembourg, Charlotte, North Carolina, Wilmington, Delaware, Florence, South Carolina or in the city in which the Corporate Trust Office of the U.S. Collateral Agent is located (currently being Houston, Texas) are authorized or required by law to close; provided that, if the location of the Corporate Trust Office of the U.S. Collateral Agent changes at any time, the U.S. Collateral Agent shall provide prompt written notice of such change to the Borrower, the Collateral Manager, the Administrative Agent and the Lenders, and (b) with respect to all notices, determinations, fundings and payments in connection with Term SOFR or any SOFR Loans, the term “Business Day” means any day which is a Business Day described in clause (a) and which is also a U.S. Government Securities Business Day.

“CAD” means the lawful currency of Canada.

“Calculation Date” means, with respect to any Quarterly Payment Date, the last day of the calendar month immediately preceding such Quarterly Payment Date; provided that, if any such date is not a Business Day, such Calculation Date shall be the preceding Business Day.

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“Cash” means (a) such coin or currency of the United States of America as at the time shall be legal tender for payment of all public and private debts and (b) funds denominated in any other Specified Currencies.

“Cash Diversion Event” means an event that will be deemed to have occurred and be continuing as at any Quarterly Payment Date if, as at such Quarterly Payment Date or the related Calculation Date:

(a) the Equity Amount is less than the Minimum Equity Amount;

(b) the Borrowing Base Test is not satisfied;

(c) the number of unique Obligors (inclusive of their respective Affiliates) in the Collateral Portfolio is less than 10;

(d) such date is on or after the Anticipated Repayment Date;

(e) the Equity Holder has failed to maintain its status as a “business development company” under the Investment Company Act

(f) the Equity Holder has failed to maintain its status as a RIC under the Code; or

(g) a Default with respect to Sections 6.1(a), (b), (d), (f) or (g) or an Event of Default shall have occurred and be continuing.

“Cash Flow Collateral Loan” means a Collateral Loan that is not an ABL Collateral Loan.

“Cash Flow LTV” means, with respect to any Cash Flow Collateral Loan at any time, the loan to value ratio thereof at such time.

“Change in Control” means the occurrence of any of the following events:

(a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) or two or more Persons acting in concert (for the avoidance of doubt, other than the direct and indirect owners of the Collateral Manager on the Closing Date) shall have acquired “beneficial ownership” (as such term is defined in Sections 13(d)-3 and 13(d)-6 of the Exchange Act), directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of, or control over, the Collateral Manager or membership interests representing more than 50% of the combined voting power of all equity interests in the Collateral Manager;

(b) the failure of the Equity Holder to own, directly or indirectly, 100% of the equity interests (other than the general partnership interests) in the Borrower;

(c) the General Partner ceases to be the general partner of the Borrower and a replacement reasonably satisfactory to the Lenders has not been appointed;

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(d) the Borrower appoints a party other than HPS or an Affiliate of HPS or the Equity Holder to act as its principal investment manager or any appointed party (including without limitation any Affiliate of HPS) has not executed and delivered documentation containing representations and agreements to the same substantial effect (as the Blackstone Asset Based Finance Representative may reasonably determine) as those made by HPS hereunder, if the Blackstone Asset Based Finance Representative reasonably determines that such action has had, or will have, an adverse effect on the creditworthiness of the Borrower or any other Credit Party or the ability of the Borrower and the other Credit Parties to perform the Obligations; or

(e) the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets of, the Collateral Manager or the Equity Holder.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any governmental authority (including, without limitation, any rule or regulation adopted by the National Association of Insurance Commissioners or its Securities Valuations Office) after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 11.3, by any lending office of such Lender or by such ▇▇▇▇▇▇’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any governmental authority (including, without limitation, any rule or regulation adopted by the National Association of Insurance Commissioners or its Securities Valuations Office) made or issued after the date of this Agreement.

“Closing Date” means January 12, 2023.

“Closing Expense Account” means the account established pursuant to Section 3 of the Account Control Agreement and maintained pursuant to Section 8.3(c) hereof.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collateral” means the Pledged Collateral, the Equity Holder Collateral and all other property and/or rights on or in which a Lien is granted to a Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement, any of the other Loan Documents or any other instruments provided for herein or therein or delivered hereunder or thereunder or in connection herewith or therewith. As the context requires, the term “Collateral” also includes the collateral pledged by the Investment Subsidiary under the other Loan Documents.

“Collateral Administration Agreement” means (i) the Collateral Administration Agreement dated as of the Closing Date among the Borrower, the Collateral Manager and the Collateral Administrator, (ii) any Collateral Administration Agreement entered into on or about an Investment Subsidiary Joinder Date among the Borrower, the Investment Subsidiary, the Collateral Manager and the Collateral Administrator, as applicable, and (iii) any Collateral Administration Agreement entered into entered into by any Specified Partnership upon such Specified Partnership becoming a Borrower Entity hereunder, among the Borrower, such Specified Partnership, the Collateral Manager and the Collateral Administrator, as applicable

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“Collateral Administrator” means U.S. Bank Trust Company, National Association, in its capacity as collateral administrator under the Collateral Administration Agreement, and any successor thereto.

“Collateral Agent” means the U.S. Collateral Agent and/or the LuxCo Collateral Agent, as the context requires.

“Collateral Loan” means a Senior Secured Collateral Loan (including a Recurring Revenue Loan), a Second Lien Collateral Loan or a First Lien/Last Out Collateral Loan that as of the date of acquisition or origination by any Borrower Entity (or if earlier, the date on which such Borrower Entity enters into a binding commitment to acquire such Senior Secured Collateral Loan, Second Lien Collateral Loan or First Lien/Last Out Collateral Loan, as applicable) meets each of the Eligible Collateral Loan Criteria.

“Collateral Management Agreement” means the Collateral Management Agreement dated as of the Closing Date between the Borrower and the Collateral Manager.

“Collateral Management Fee” with respect to any Quarterly Payment Date means an amount equal to the product of (x) 0.20% per annum (calculated on the basis of the actual number of days in the applicable Accrual Period divided by 360) and (y) the Aggregate Principal Balance of all Collateral Loans measured as of the Calculation Date immediately preceding such Quarterly Payment Date.

“Collateral Manager” means HPS Corporate Lending Fund, or any successor or assign in such capacity in accordance with this Agreement, the Collateral Management Agreement and the other Loan Documents.

“Collateral Manager Termination Event” means (a) the resignation, removal or termination of the Collateral Manager under the Collateral Management Agreement at any time for any reason; or (b) any event shall occur that shall permit the Collateral Manager to be replaced pursuant to the Collateral Management Agreement.

“Collateral Portfolio” means, on any date of determination, all Collateral Loans then owned by the Borrower and the Investment Subsidiary and all Collateral Loans then committed to be acquired by the Borrower and the Investment Subsidiary in accordance with the terms and conditions set forth herein, subject to Section 1.6(b) hereof, but excluding Collateral Loans then committed to be disposed of by the Borrower or the Investment Subsidiary in accordance with the terms and conditions set forth herein.

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

“Collateral Report Determination Date” means the last day of each calendar month; commencing on the last day in February 2023; provided that, if any such date is not a Business Day, such Collateral Report Determination Date shall be the preceding Business Day.

“Collection Account” means the account established pursuant to Section 1 of the Account Control Agreement and maintained pursuant to Section 8.2(a) hereof.

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“Collections” means, with respect to any Collateral, all principal payments, interest payments, fees, premiums and other payments received by the applicable Borrower Entity with respect thereto and all other amounts paid with respect to such Collateral, including dividends of any type, distributions with respect thereto and any proceeds of collateral for, or any guaranty of, such Collateral or the relevant Obligor’s obligation to make payments with respect thereto.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans to the Borrower in the amount set forth under such Lender’s name on the signature pages hereto (or pursuant to an Assignment and Assumption), as such amount may be terminated or, reduced (including pursuant to Section 2.7) or increased (pursuant to Section 2.14) from time to time in accordance with the terms of this Agreement; and “Commitments” means, collectively, each such Commitment.

“Commitment Period” means the period commencing on the Closing Date and ending on the earlier of:

(a) the time at which the Commitments are terminated or reduced to zero as provided in this Agreement (whether pursuant to Article II. , Article VI. or otherwise); and

(b) the last day of the Reinvestment Period.

“Commitment Reduction” means a reduction in the Commitments of the Lenders hereunder at any time, for any reason (including, for the avoidance of doubt, in connection with the acceleration pursuant to Section 6.2), prior to the Scheduled Reinvestment Period End Date.

“Commitment Reduction Date” has the meaning set forth in Section 2.7(a)(4).

“Competitor” means (a) any fund with respect to which a material portion of its business consists of credit lending or direct lending; (b) any hedge fund with respect to which a material portion of its business consists of distressed investments or an Affiliate thereof; or (c) any activist hedge fund or an Affiliate thereof, but in each case excluding banks, insurance companies and Affiliates of insurance companies (other than Apollo Global Management Inc., Athene Holding Ltd. and Blackstone Credit (f/k/a GSO Capital Partners)); provided that Blackstone Asset Based Finance and each Blackstone Asset Based Finance Entity shall not be deemed a “Competitor”.

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

(a) certifying that, except as identified in such certificate, as at such Compliance Certificate Calculation Date and the date of such certificate no Revaluation Events have occurred with respect to any Collateral Loan;

(b) setting forth, for each Collateral Loan as to which any one or more Revaluation Events have occurred, a description of each such Revaluation Event and the steps that the Borrower and the Collateral Manager have taken and expect to take with respect thereto, all in form and detail satisfactory to the Blackstone Asset Based Finance Representative;

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(c) setting forth, for each Collateral Loan, a calculation of each Financial Ratio as at such Compliance Certificate Calculation Date and for each prior Financial Ratio Test Period, all in form and detail satisfactory to the Blackstone Asset Based Finance Representative;

(d) setting forth, for each First Lien/Last Out Collateral Loan, its initial First Out Tranche Amount and its Initial Leverage Ratio;

(e) setting forth, for each First Lien/Last Out Collateral Loan, the calculation as of such Compliance Certificate Calculation Date, of (i) its First Out Tranche Amount as a percentage over the sum of (x) the First Out Tranche Amount and (y) the Principal Balance of such First Lien/Last Out Collateral Loan and all obligations that are pari passu with such First Lien/Last Out Collateral Loan and (ii) its current leverage ratio (based upon all obligations of the applicable Obligor that are senior to or pari passu with such First Out Tranche); and

(f) certifying that the Authorized Officer delivering such Compliance Certificate has no knowledge that any Default occurred and is continuing or, if any such Default has occurred and is then continuing, specifying the nature and extent thereof and, if continuing, the action the Borrower is taking or proposes to take in respect thereof.

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

“Concentration Limitation Calculation Base” means the sum of the Current Dollar Equivalent of Initial Agreed Values of all Collateral Loans in the Collateral Portfolio on such date of determination.

“Concentration Limitations” means limitations that are satisfied if, as of any date of determination, in the aggregate, the Current Dollar Equivalent Of Initial Agreed Values of the Collateral Loans in the Collateral Portfolio comply with all of the requirements set forth below for the applicable time period (or, in connection with a proposed purchase or origination, if not in compliance, the relevant requirements are maintained or improved as a result of such purchase or origination), calculated as a percentage of the Concentration Limitation Calculation Base (unless otherwise specified):

(a) not more than 10% consist of Collateral Loans that are First Lien/Last Out Collateral Loans;

(b) not more than 5% consist of Collateral Loans that are Second Lien Collateral Loans;

(c) not more than 20% consist of Collateral Loans with Obligors in any one KBRA Industry Classification; provided that:

(1) up to 25% may consist of Collateral Loans in the “Software” KBRA Industry Classification;

(2) not more than 15% consist of Collateral Loans in the “Energy Equipment & Services” and “Oil, Gas & Consumable Fuels” KBRA Industry Classifications, collectively; and

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(3) not more than 10% consist of Collateral Loans in the “Distributors”, “Internet & Direct Marketing Retail”, “Multiline Retail” and “Specialty Retail” KBRA Industry Classifications, collectively;

(d) not more than 6% consist of obligations of any Obligor (and its Affiliates); provided that one Obligor (and its Affiliates) may constitute up to 12.5%, and one additional Obligor (and its Affiliates) may constitute up to 10.5%;

(e) not more than 10% consist of obligations denominated in Specified Currencies other than USD;

(f) not more than 15% consist of Collateral Loans that permit the payment of interest to be made less frequently than quarterly;

(g) not more than 10% consist of obligations of Obligors (and Affiliates thereof) organized or incorporated in any jurisdiction that are not US, Canada, UK, Australia, New Zealand, and Ireland;

(h) not more than the percentage set forth below consist of obligations of Obligors (and Affiliates thereof) organized or incorporated in any jurisdiction set forth below (or any state or province thereof):

(i) not more than 10% consist of Collateral Loans (other than Recurring Revenue Loans) whose Obligors have a trailing twelve-month EBITDA of less than $20,000,000 at the time of acquisition or origination;

(j) not more than 5% consist of Related Obligations;

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(k) not more than 25% consist of Specified Partnership Collateral Loans;

(l) not more than 35% consist of ABL Collateral Loans; provided, not more than 0% consist of ABL Collateral Loans primarily secured by real estate;

(m) not more than 5% consist of DIP Loans;

(n) not more than 10% consist of Participations (excluding any Participations acquired on the Closing Date pursuant to the Master Transfer Agreement);

(o) not more than 1015 % consist of Collateral Loans that are Recurring Revenue Loans; and

(p) not more than 5.0% consist of Collateral Loans that bear a fixed rate of interest.; and

(q) not more than 10.0% consist of Collateral Loans that are Cov-Lite Loans.

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

“Contingent Obligation” as to any Person means, without duplication, (a) any contingent obligation of such Person required to be shown on such Person’s balance sheet in accordance with GAAP, and (b) any obligation required to be disclosed in the footnotes to such Person’s financial statements in accordance with GAAP, guaranteeing partially or in whole any non-recourse Indebtedness, lease, dividend or other obligation, exclusive of contractual indemnities (including, without limitation, any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets) and guarantees of non-monetary obligations which have not yet been called on or quantified, of such Person or of any other Person.

“Corporate Trust Office” means the corporate trust office of the U.S. Collateral Agent currently located at ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Corporate Trust— HLEND Holdings C, L.P., or such other address as the U.S. Collateral Agent may designate from time to time by notice to the Borrower, the Administrative Agent and the Lenders or the principal corporate trust office of any successor U.S. Collateral Agent.

“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” means a Collateral Loan the Related Contracts for which do not (a) contain any financial covenants or (b) require the borrower thereunder to comply with any

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Maintenance Covenant (regardless of whether compliance with one or more Incurrence Covenants is otherwise required by such Related Contracts); provided that a loan described in clause (a) or (b) above which either contains a cross-default or cross-acceleration provision to, or is pari passu with, another loan of the same underlying Obligor that requires the underlying Obligor to comply with a Maintenance Covenant, will be deemed not to be a Cov-Lite Loan. For the avoidance of doubt, a Senior Secured Collateral Loan that is capable of satisfying the foregoing definition (not including the proviso thereto) only (x) until the expiration of a certain period of time after the initial issuance thereof or (y) for so long as there is no funded balance in respect thereof, in each case, as set forth in the Related Contracts, shall be deemed not to be a Cov-Lite Loan.

“Covered Accounts” means, collectively, the Collection Account, the Custodial Account, the Payment Account, the Closing Expense Account, the Expense Reserve Account, the Follow-On Investments Account and any subaccounts of each of the foregoing.

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

“Credit Risk Loan” means a Collateral Loan that is not a Defaulted Loan but which has, in the Collateral Manager’s reasonable judgment applying the Servicing Standard, a significant risk of declining in credit quality and, with lapse of time, becoming a Defaulted Loan, and is designated as a “Credit Risk Loan” by the Collateral Manager.

“Current Dollar Equivalent of Initial Agreed Value” means, for any Collateral Loan at any time, the product of:

(a) the Dollar Equivalent (calculated at the Current FX Rate for such Collateral Loan at such time) of the Principal Balance of such Collateral Loan at such time; and

(b) the Initial Agreed Price of such Collateral Loan.

“Current FX Rate” means:

(a) with respect to a Specified Currency as of any date, the spot rate of exchange between the Specified Currency and USD as of such date, determined by the Blackstone Asset Based Finance Representative in a commercially reasonable manner with reference to the PX_LAST_EOD value for such Specified Currency as listed on Bloomberg on such date; provided that if the Specified Currency is USD, the Current FX Rate will be equal to 1.

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

“Custodial Account” means a custodial account at the U.S. Custodian, established in the name of “HLEND Holdings C, L.P, subject to the lien of the U.S. Collateral Agent” pursuant to Section 1 of the Account Control Agreement and maintained pursuant to Section 8.4(a) hereof.

“Custodian” means each of the U.S. Custodian and the LuxCo Custodian.

“Daily Report” has the meaning set forth in Section 8.9.

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

“DBRS” means DBRS, Inc., and any successor or successors thereto.

“Debtor Relief Laws” means, collectively:

(a) the Bankruptcy Code;

(b) with respect to any Credit Party incorporated, registered, organized or domiciled in Luxembourg, any Luxembourg law relating to any winding-up, administration or dissolution including, without limitation, bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (action pauliana), general settlement with creditors, reorganisation, cessation of payments (cessation de paiements) or any similar Luxembourg laws affecting the rights of creditors generally; and

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

“Debt Rating” means the debt rating of the Loans as determined from time to time by any Acceptable Rating Agency.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulted Loan” means any Collateral Loan, as to which the following has occurred and is continuing:

(a) a default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Loan (without regard to any grace period applicable thereto, or waiver thereof, after the passage of five Business Days);

(b) any Borrower Entity or the Collateral Manager has received written notice or a Senior Authorized Officer of any Borrower Entity or the Collateral Manager has actual knowledge that a default as to the payment of principal and/or interest has occurred and is continuing on another debt obligation of the same Obligor that is an Applicable Obligation (without regard to any grace period applicable thereto, or waiver thereof, after the passage of five Business Days); provided that both the Collateral Loan and such Applicable Obligation are full recourse obligations of the applicable Obligor;

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(c) (1) other than in the case of a DIP Loan, the Obligor in respect of such Collateral Loan has, or others have, instituted proceedings to have such Obligor adjudicated as bankrupt or insolvent or placed into receivership, and in the case of any proceedings instituted by third parties such proceedings have not been stayed or dismissed within 60 days, or such Obligor has filed for protection under Chapter 11 of the Bankruptcy Code; or (2) the Obligor in respect of such Collateral Loan has filed for protection under Chapter 7 of the Bankruptcy Code;

(d) such Collateral Loan has a Standard & Poor’s rating of “CC”, “C”, “D” or “SD”, a Fitch rating of “CC”, “C”, “DDD”, “DD” or “D” or a ▇▇▇▇▇’▇ rating of “Ca”, “C”, “D” or “LD”, or had such a rating immediately before such rating was withdrawn;

(e) any Borrower Entity or the Collateral Manager has received notice or a Senior Authorized Officer of any Borrower Entity or the Collateral Manager has actual knowledge that an Applicable Obligation has a Standard & Poor’s rating of “CC”, “C”, “D” or “SD”, a Fitch rating of “CC”, “C”, “DDD”, “DD” or “D” or a ▇▇▇▇▇’▇ rating of “Ca”, “C”, “D” or “LD”, or had such a rating immediately before such rating was withdrawn; provided that both the Collateral Loan and such Applicable Obligation are full recourse obligations of the applicable Obligor;

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

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

(h) such Collateral Loan has been placed on non-accrual by the Collateral Manager.

“Defaulting Lender” means a Lender that (a) has at any time failed to fund all or any portion of its Loans when and as required hereunder (other than failures to fund (1) solely as a result of a bona fide dispute as to whether the conditions to borrowing were satisfied on the relevant Borrowing Date with respect to which such Lender shall have provided notice to the Administrative Agent identifying the relevant conditions to borrowing, but only for such time as such Lender is continuing to engage in good faith discussions regarding the determination or resolution of such dispute or (2) solely as a result of a failure to disburse due to an administrative error or omission by such Lender, and such failure is cured within two Business Days after such ▇▇▇▇▇▇ receives written notice or has actual knowledge of such administrative error or omission), (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such ▇▇▇▇▇▇’s obligation to fund a Loan hereunder and states that such position is based on such ▇▇▇▇▇▇’s determination that a condition precedent to

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funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), or (c) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under the Bankruptcy Code or any other similar law for the relief of debtors or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a governmental authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such governmental authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Diligence Information” is defined in Section 10.2.

“DIP Loan” means a loan or an interest in a loan that meets each of the following requirements:

(a) it is an obligation of a debtor-in-possession within the meaning of Section 1107 of the Bankruptcy Code or a trustee (if appointment of such trustee has been ordered pursuant to Section 1104 of the Bankruptcy Code) (a “Debtor”) organized under the laws of the United States or any State therein; and

(b) its terms have been approved by an order of the U.S. Bankruptcy Court, the U.S. District Court, or any other court of competent jurisdiction, the enforceability of which order is not subject to any pending contested matter or proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) and which order provides that:

(1) it is secured by liens on the Debtor’s otherwise unencumbered assets pursuant to Section 364(c)(2) of the Bankruptcy Code;

(2) it is secured by liens of equal or senior priority on property of the Debtor’s estate that is otherwise subject to a lien pursuant to Section 364(d) of the Bankruptcy Code;

(3) it is secured by junior liens on the Debtor’s encumbered assets (provided that it is fully secured based upon a current valuation or appraisal report); or

(4) if it or any portion of it is unsecured, its repayment retains priority over all other administrative expenses pursuant to Section 364(c)(1) of the Bankruptcy Code.

“Direct Pledge Entity” means each of the Borrower, the Investment Subsidiary, any Specified Partnership and any Permitted Additional Subsidiary.

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

“Document Custodian” means U.S. Bank National Association, in its capacity as Document Custodian under this Agreement and any other Loan Document, and its successors in such capacity.

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

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

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

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

“Due Period” means each period from (but excluding) one Calculation Date to (and including) the next succeeding Calculation Date; except that the initial Due Period shall commence on (and include) the Closing Date and the final Due Period shall end on the day immediately prior to the related Quarterly Payment Date. The Due Period with respect to a Quarterly Payment Date shall be the Due Period ended most recently prior to such Quarterly Payment Date.

“Eligible Account Bank” means, with respect to any specified account, a federal or state-chartered depository institution:

(a) with a short-term issuer rating of at least “A-1” by S&P (or a long-term issuer rating of at least “A+” by S&P if such institution has no short-term issuer rating) and that has a combined capital and surplus of at least $200,000,000; or

(b) as to which the Rating Condition is satisfied and the Borrower and the Requisite Lenders have consented to such financial institution constituting an “Eligible Account Bank” hereunder.

“Eligible Collateral Loan Criteria” means, with respect to any Collateral Loan as of any date, each of the following criteria as at such date (unless (x) waived by the Blackstone Asset Based Finance Representative in writing in its sole and absolute discretion and (y) the Rating Condition is satisfied with respect to such waiver):

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

(b) such obligation does not mature more than eight years after the date on which it was acquired and does not mature after the Stated Maturity;

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(c) such obligation is issued by an obligor that is organized or incorporated in the United States, Canada, the United Kingdom, Austria, Belgium, Denmark, Finland, France, Ireland, Germany, Luxembourg, Norway, Spain, Sweden, The Netherlands, Australia, New Zealand, the British Virgin Islands or any other jurisdiction approved by the Blackstone Asset Based Finance Representative;

(d) if such obligation is issued by an obligor that is organized or incorporated in the United States, such obligation is governed by the law of the United States or of a state thereof;

(e) if such obligation is issued by an obligor that is not organized or incorporated in the United States:

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

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

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

(4) it is capable of being sold or assigned to or held by the applicable Borrower Entity, together with any associated security, without any breach of applicable selling restrictions or of any contractual provisions; and

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

(f) such obligation is fully assignable, subject to customary restrictions; and no rights of first refusal, rights of first offer, last looks, drag along rights or tag along rights (in each case however designated or defined, and whether in the underlying instruments governing such obligation, in any intercreditor agreement or agreement among lenders relating to such obligation or otherwise) exist in favor of any other holder of such obligation or any other Person;

(g) if interest on such obligation is from U.S. sources for U.S. federal income tax purposes, such obligation is Registered;

(h) the Borrower Entities, the Collateral Manager and the related Obligor treat such obligation as indebtedness for U.S. federal income tax purposes;

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(i) such obligation is an obligation with respect to which the relevant Borrower Entity will receive payments due under the terms of such obligation and proceeds from disposing of such asset free and clear of withholding tax, unless such obligation has a minimum after tax yield of at least 5.0% per annum;

(j) neither the Borrower nor the Investment Subsidiary or any of their respective Affiliates is an Affiliate of any obligor on such obligation;

(k) such obligation is either originated by the Borrower or the Investment Subsidiary or if not originated by the Borrower or the Investment Subsidiary, acquired by the Borrower or the Investment Subsidiary by assignment; and such obligation is not a Participation unless:

(1) the Borrower (and not the Investment Subsidiary or any Specified Partnership) is the participant thereunder;

(2) such Participation is a Qualifying Participation;

(3) the Borrower is seeking in good faith to elevate such Participation to an outright assignment; and

(4) such Participation has not been outstanding for more than 90 days after its acquisition to an outright assignment;

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

(m) such obligation does not constitute Margin Stock;

(n) such obligation is not an obligation pursuant to which any future advances or payments to the borrower or the obligor thereof may be required to be made by the Borrower (other than to indemnify an agent or representative for lenders pursuant to the Underlying Instruments);

(o) the acquisition of such obligation will not require any Borrower Entity, the General Partner, the pool of Collateral or the pool of collateral under the LuxCo Security Documents to be registered as an investment company under the Investment Company Act;

(p) such obligation is not, by its terms, convertible into or exchangeable for an Equity Security at any time over its life;

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

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

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(s) if acquired from the Equity Holder, such obligation has been originated or acquired by the Equity Holder in the ordinary course of its business and in accordance with the Servicing Standard;

(t) if acquired from the Equity Holder, the Equity Holder has recorded the transfer of such obligation to the applicable Borrower Entity on its books and records as a “true sale” or “true contribution”;

(u) the acquisition of such obligation by the Borrower Entity will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System;

(v) such obligation is not subject to any lien, claim or encumbrance of any kind (other than Permitted Liens);

(w) the applicable Borrower Entity, the Equity Holder and the Collateral Manager each has all necessary licenses and permits to purchase, own and service such obligation in the state where the related Obligor is located;

(x) such obligation and the related Underlying Instruments and Related Contracts do not contain confidentiality restrictions that would (1) prohibit or impede in any material manner the Lenders from conducting audits as contemplated hereunder of or otherwise accessing all material Obligor information, or (2) prohibit or impede in any material manner any replacement the Collateral Manager from performing its duties hereunder or under any other Loan Document, in each case, subject to any requirement to enter into customary confidentiality agreements;

(y) such obligation, taking into consideration each of the other Collateral Loans in the Collateral Portfolio but without regard to any other economic benefit which may be derived by any Person that is not a Borrower Entity as a result of such Borrower Entity’s acquisition of such obligation, satisfies the Collateral Manager’s standards, policies and procedures for investments (including the standards set forth in the Collateral Management Agreement);

(z) neither the Equity Holder nor any Borrower Entity hold or otherwise benefit from any credit ▇▇▇▇▇▇ associated with such obligation (other than ▇▇▇▇▇▇ identified to the Lenders in writing prior to the date of acquisition of such obligation);

(aa) such obligation provides the applicable Borrower Entity with a valid, perfected security interest in the related collateral at the level of priority indicated in the related Underlying Instruments; may be pledged and assigned freely by such Borrower Entity (including transfer permitted by operation of the Uniform Commercial Code); with respect to which all steps required by Section 8.7 have been taken and in which the applicable Collateral Agent holds a first-priority perfected security interest for the benefit of the Secured Parties (subject to Permitted Liens); and, at the time such obligation was purchased or originated, was not subject to set-off or defense (other than a discharge in the event of a subsequent bankruptcy) by the related Obligor;

(bb) as of the date of acquisition or origination by the Borrower Entity (or if earlier, the date on which such Borrower Entity enters into a binding commitment to acquire such Collateral Loan), such obligation is not a Defaulted Loan;

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(cc) such obligation is not a Cov-Lite Loan, a Bridge Loan, a Synthetic Security, a Zero Coupon Loan, a Real Estate Loan, a Structured Finance Obligation, a PIK Loan, a Subordinated Loan, a mezzanine loan, an unsecured loan, a Bond or other type of debt security (other than a loan), a finance lease, chattel paper or principally secured by real estate or, as of the date of acquisition or origination by the applicable Borrower Entity (or if earlier, the date on which the Borrower enters into a binding commitment to acquire such Collateral Loan), a Credit Risk Loan;

(dd) such obligation is not an interest-only security;

(ee) as of the date of acquisition or origination by the Borrower Entity (or if earlier, the date on which such Borrower Entity enters into a binding commitment to acquire such Collateral Loan), such obligation is not the subject of an Offer (other than a Permitted Offer) or called for redemption;

(ff) such obligation provides for payment of interest at least semi-annually;

(gg) unless such Collateral Loan is a DIP Loan, as of the date of acquisition or origination by the applicable Borrower Entity (or if earlier, the date on which such Borrower Entity enters into a binding commitment to acquire such Collateral Loan), such obligation, if publicly rated, is rated either “CCC” or above by S&P or “Caa1” or above by Moody’s;

(hh) such obligation is not, or does not support, any type of letter of credit;

(ii) if such obligation is a Cash Flow Collateral Loan, at the time of such acquisition (or if earlier, the date on which the applicable Borrower Entity enters into a binding commitment to acquire such Collateral Loan) (1) the Obligors have a trailing twelve month EBITDA of not less than $10,000,000; and (2) the related Cash Flow LTV is less than 50%;

(jj) if such obligation is an ABL Collateral Loan, at the time of such acquisition the related ABL LTV is less than 85%;

(kk) as of the date of acquisition or origination by the applicable Borrower Entity (or if earlier, the date on which such Borrower Entity enters into a binding commitment to acquire such Collateral Loan), such obligation is (1) not an obligation of an Obligor where the total potential indebtedness of such Obligor under all of its loan agreements, indentures and other Underlying Instruments is less than $100,000,000, and such obligation is not part of a tranche of indebtedness that is less than $50,000,000 or (2) an ABL Collateral Loan; and

(ll) if such Collateral Loan extends the unilateral right to Equity Holder or any Affiliate thereof which would permit any such Person to permit the modification of a Collateral Loan that would (1) release any material guarantor or co-obligor of a Collateral Loan from its obligations, (2) release a material portion of the collateral securing such Collateral Loan (excluding, for the avoidance of doubt, releases associated with a prepayment), (3) subordinate or increase the level of subordination of a Collateral Loan or make any other change that would have the effect of structurally subordinating such Collateral Loan to other debt (except as expressly permitted in the related Underlying Instrument as of the date of acquisition) or (4) in any manner treat one lender for such Collateral Loan in a manner that is different from how other lenders in the same tranche are treated unless first obtaining the prior consent of the impacted lender, then (i) if an Authorized

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Officer of the Equity Holder or Borrower Entity that, in either case, is responsible for or otherwise materially involved in the administration of this Agreement has knowledge of such a provision at any time, it shall promptly disclose the same in writing to the Blackstone Asset Based Finance Representative and KBRA, and (ii) upon obtaining knowledge thereof, the Blackstone Asset Based Finance Representative has consented to such Collateral Loan.

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

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

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

(c) money market funds which funds have, at all times, credit ratings “AAAm” by S&P;

subject, in each case, to such obligations or securities having a maturity date not later than the earlier of (A) the date that is 60 days after the date of delivery thereof and (B) the Business Day immediately preceding the Quarterly Payment Date immediately following the date of delivery thereof (unless such Eligible Investment is issued by U.S. Bank National Association or any of its Affiliates in its capacity as a banking institution, in which event such Eligible Investments may mature on the Quarterly Payment Date); provided that Eligible Investments shall not include (1) any interest-only security, any security purchased at a price in excess of 100% of the par value thereof or any security whose repayment is subject to substantial non- credit related risk as determined in the sole judgment of the Collateral Manager, (2) any security whose rating assigned by S&P includes the subscript “f”, “p”, “q”, “pi”, “r”, “sf” or “t”, (3) any security that is subject to an Offer, (4) any security secured by real property or (5) any obligation or security the after tax yield of which is less than or equal to zero (as determined at the time of acquisition of such obligation or security). Eligible Investments may include those investments with respect to which U.S. Bank National Association or an Affiliate of U.S. Bank National Association is an obligor or provides services.

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

“Environmental Laws” means any and all federal, state, local and applicable foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof.

“Equity Amount” means, at any time, an amount equal to (a) the Borrowing Base at such time minus (b) the aggregate principal amount of the Loans outstanding at such time; provided that solely for the purposes of this definition the Borrowing Base will be calculated (1) as if the Advance Rate for each such Collateral Loan is 100% and (2) without excluding any Excess Concentration Amounts.

“Equity Holder” is defined in the preamble.

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

“Equity Security” means (a) any equity security or any other security that is not eligible for purchase by the Borrower or the Investment Subsidiary under the Loan Documents and is received with respect to a Collateral Loan or (b) any security purchased as part of a “unit” with a Collateral Loan and that itself is not eligible for purchase by the Borrower or the Investment Subsidiary under the Loan Documents.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

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

“Erroneous Payment” has the meaning assigned to it in Section 2.15(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 2.15(d).

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“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 2.15(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 2.15(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 2.15(d).

“EU Insolvency Regulation” means the Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).

“EUR” means the lawful currency of the member states of the European Union that adopt the single currency in accordance with the EC Treaty.

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

“Excess Concentration Amount” means, with respect to any Collateral Loan, the amount by which such Collateral Loan would otherwise cause any Concentration Limitation to be out of compliance, calculated without duplication. If any Concentration Limitation would be out of compliance and two or more Collateral Loans contribute to such non-compliance, then from those Collateral Loans, the Borrower may select the Collateral Loans (or portions thereof) to be counted above; provided that, absent a selection by the Borrower, the Collateral Loans (or portions thereof) with the lowest Agreed Prices shall be counted as being in the Excess Concentration Amount.

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

“Excluded Amount” has the meaning set forth in Section 8.2(h).

“Excluded Liabilities” means Contingent Obligations of the Borrower consisting of customary and non-accrued indemnification, expenses, reimbursement or similar obligations contained in its Constituent Documents or the Related Contracts relating to the Collateral Loans, including obligations to members, managers, agents, custodians, trustees, deposit banks, letter of credit issuers, escrow agents and co-lenders and not otherwise prohibited hereunder.

“Excluded Payments” means all Administrative Expenses payable to a Bank Party constituting Indemnified Amounts, but only to the extent such Indemnified Amounts become payable to such Bank Party as a result of such Bank Party’s gross negligence, bad faith or willful misconduct in the performance of its obligations under the Loan Documents to which it is a party.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by its net income, and franchise or similar taxes imposed on it, by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be)

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is organized or any political subdivision thereof, (b) in the case of each Lender, Taxes imposed on its net income, and franchise or similar taxes imposed on it, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof, (c) any Taxes imposed pursuant to FATCA, (d) net income, franchise and branch profits Taxes that are Other Connection Taxes, (e) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (1) such Lender acquires such interest in the Loan or Commitment (other than pursuant to Section 11.5) or (2) such Lender changes its Applicable Lending Office (other than pursuant to Section 11.4(e)), except in each case to the extent that, pursuant to Section 11.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Applicable Lending Office, and (f) Taxes attributable to such Recipient’s failure to comply with Section 11.4(d).

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

(a) in respect of any Unsettled Sale Asset, the contractual sale price for such Unsettled Sale Asset to be received by the Borrower from the purchaser of such Collateral Loan; provided that, if the sale of such Unsettled Sale Asset remains unsettled for more than 45 days, then the “Expected Settlement Price” for such Unsettled Sale Asset will be {determined by the Blackstone Asset Based Finance Representative}; and

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

“Expense Reserve Account” means the account established pursuant to Section 3 of the Account Control Agreement and maintained pursuant to Section 8.3(d) hereof.

“Expense Reserve Amount” means, on the Closing Date, USD $100,000, and on and after the Third Amendment Effective Date, USD $350,000.

“Extraordinary Event” means an event that will occur if (for any reason due to the structure and activities of the Borrower Entities, the General Partner, the Equity Holder, the Collateral Manager and the affiliates thereof involved in the transactions under the Loan Documents):

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

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

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(c) any jurisdiction properly imposes a withholding tax on payments by the Investment Subsidiary to the Borrower; or

(d) any Borrower Entity or the General Partner incurs or pays any employee-related liabilities of the Investment Subsidiary,

provided that (1) an amount equal to (A) the sum of all Extraordinary Expense Amounts that have arisen from and after the Closing Date (and, for the avoidance of doubt, whether withheld, paid, incurred or outstanding), minus (B) the aggregate amount of all cash contributions received by the Borrower that are applied to the payment of such amounts, exceeds (2) $17,500,000.

“Extraordinary Expense Amounts” means each of the following:

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

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

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

(d) the amounts payable in respect of employees of the Investment Subsidiary as described in clause (d) of the definition of “Extraordinary Event”.

“Facility LTV” means, for any Calculation Date, a fraction expressed as a percentage, the numerator of which is the aggregate principal amount of the Loans outstanding, and the denominator of which is adjusted Borrowing Base calculated on the assumption that the Advance Rate for each Collateral Loan is 100%, in each case on a pro forma basis as of such Calculation Date following the application of Principal Proceeds pursuant to Section 9.1(a)(ii).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any intergovernmental agreements pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among governmental authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the FRBNY on the Business Day next succeeding such day, provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average (rounded upward, if

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necessary, to the next 1/100th of 1%) of the quotations for such day of such transactions received by the Blackstone Asset Based Finance Representative from three federal funds brokers of recognized standing selected by it.

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

“Fee Letter” means the Fee Letter, dated as of the Closing Date, among the Administrative Agent, the Blackstone Asset Based Finance Representative, the Lenders party thereto and the Borrower.

“Fee Proceeds” means all amounts in the Collection Account representing upfront, origination, underwriting, commitment, unused line, ticking, anniversary, annual, redemption, amendment, consent, forbearance, waiver, exit, success or any other fees of any type or similar premiums or payments received in respect of any Collateral Loan; provided that Fee Proceeds shall not include any Excluded Amount or any fees received in connection with the extension of the maturity of the related Collateral Loan or the reduction of the par amount of the related Collateral Loan, which shall constitute Principal Proceeds; provided that amounts that would constitute “Fee Proceeds” in respect of amounts received by the Investment Subsidiary shall constitute “Fee Proceeds” only to the extent the Investment Subsidiary has remitted the same to the Borrower (pursuant to an Intercompany Funding Arrangement or otherwise).

“Financial Ratio” and “Financial Ratio Test Period” are defined in the definition of “Revaluation Event” herein.

“Financial Sponsor” means any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding, and selling investments (including controlling interests) in otherwise unrelated companies that are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies so owned by such Person.

“First Amendment Effective Date” means June 22, 2023

“First Lien/Last Out Collateral Loan” means any Loan Obligation that would, but for this definition, constitute a Senior Secured Collateral Loan and:

(a) is secured by a first priority perfected security interest or lien in, to or on specified collateral (subject to a lien securing an ABL Facility and customary exemptions for permitted liens, including, without limitation, any tax liens) securing the Obligor’s obligations under such First Lien/Last Out Collateral Loan; and

(b) in the case of an event of default under the applicable Related Contract, will be paid after one or more tranches of first lien loans issued by the same Obligor (all such other tranches, collectively, the “First Out Tranche”) have been paid in full in accordance with a specified waterfall of payments, with respect to which both clause (1) and clause (2) below are satisfied at the time of acquisition by the applicable Borrower Entity:

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(1) as of the date of such acquisition, the outstanding principal balance of (and unfunded commitments in respect of) such First Out Tranche (at any time, the “Total First Out Tranche Amount” at such time) is greater than 25% of the sum of (x) the Total First Out Tranche Amount as at such date and (y) the Principal Balance of such First Lien/Last Out Collateral Loan and all obligations that are pari passu with such First Lien/Last Out Collateral Loan as at such date (the Total First Out Tranche Amount of such Loan Obligation on the date of acquisition, the “Initial Total First Out Tranche Amount”); and

(2) as of the date of such acquisition, the First Out Tranche has a leverage ratio (based upon all obligations of the applicable Obligor that are senior to or pari passu with such First Out Tranche) of greater than 1x (such leverage ratio as at such date, the “Initial Leverage Ratio” for such First Out Tranche);

provided that:

(A) any Loan Obligation that would otherwise be a Senior Secured Collateral Loan shall cease to be considered a Senior Secured Collateral Loan (and shall instead be considered to be a First Lien/Last Out Collateral Loan) if the outstanding principal balance of (and unfunded commitments in respect of) any ABL Facility (at any time, the “ABL Facility Amount” at such time) of the applicable Obligor is greater than 25% of the sum of (A) such ABL Facility Amount and (B) the aggregate outstanding principal amount of such Loan Obligation, each at the time of acquisition by the applicable Borrower Entity;

(B) any Loan Obligation that was a Senior Secured Collateral Loan at the time of acquisition by the applicable Borrower Entity shall cease to be considered a Senior Secured Collateral Loan (and shall instead be considered to be a First Lien/Last Out Collateral Loan) if, as of the most recent Compliance Certificate Calculation Date, as reported in the applicable Compliance Certificate:

(I) (X) the ABL Facility Amount at such Compliance Certificate Calculation Date is greater than 25% of the sum of (A) such ABL Facility Amount and (B) the aggregate outstanding principal amount of such Loan Obligation at such Compliance Certificate Calculation Date, and (Y) the Total First Out Tranche Amount is greater than the Initial Total First Out Tranche Amount; or

(II) such First Out Tranche has a leverage ratio (based upon all obligations of the applicable Obligor that are senior to or pari passu with such First Out Tranche) of greater than 1x and greater than the Initial Leverage Ratio as at such Compliance Certificate Calculation Date; and

(C) any Loan Obligation shall cease to be considered a First Lien/Last Out Collateral Loan (and shall instead be considered to be a Second Lien Collateral Loan) if, as of the most recent Compliance

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Certificate Calculation Date, as reported in the applicable Compliance Certificate, the leverage ratio of such First Out Tranche (based upon all obligations of the applicable Obligor that are senior to or pari passu with such First Out Tranche) is 5x or greater.

For purposes of this definition, if, with respect to any Loan Obligation, an ABL Facility is structured as an ABL Facility First Out Tranche and one or more other tranches of first lien loans issued by the same Obligor will, in the case of an event of default under the Related Contract, be paid before such Loan Obligation, then such ABL Facility First Out Tranche shall be deemed to constitute part of the First Out Tranche (and not a separate ABL Facility).

“Fitch” means Fitch, Inc., together with its successors.

“Floor” means 0.00%.

“Follow-On Investments” means any amounts paid by a Borrower Entity in connection with any advances made to protect or preserve rights against any Obligor related to or in respect of Collateral Loans then owned by such Borrower Entity or any other investments by such Borrower Entity in a Collateral Loan of such Obligor that is being offered by such Obligor or an Affiliate thereof or an entity formed in connection with the restructuring of such Obligor or such Affiliate.

“Follow-On Investments Account” means the account established pursuant to Section 1 of the Account Control Agreement and maintained pursuant to Section 8.3(e) hereof.

“Foreign Investor” means a Lender that is not a U.S. Person.

“FRBNY” means the Federal Reserve Bank of New York.

“Full Pledge Documents” is defined in Section 1.6.

“Funding Side Letter” means the Credit Agreement Funding Side Letter, dated as of the Closing Date, among the Administrative Agent, the Blackstone Asset Based Finance Representative and the Borrower.

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

“GBP” means the lawful currency of the United Kingdom.

“General Partner” means HLEND Holdings C GP, LLC, a Delaware limited liability company.

“Grant” means to grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm. A Grant of the Collateral, or of any other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate continuing right to claim for, collect,

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receive and receipt for principal and interest payments in respect of the Collateral, and all other Moneys payable thereunder, to give and receive notices and other communications, to give consents or 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.

“Grantor” means each of the Borrower and the Equity Holder.

“Hazardous Substances” means any toxic, radioactive, caustic or otherwise hazardous substance, identified as such as a matter of Environmental Law, including petroleum or petroleum distillates, or any substance having any constituent elements displaying any of the foregoing characteristics.

“HPS” means HPS Investment Partners, LLC and its successors.

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

“Increase Request” has the meaning set forth in Section 2.14.

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

“Increasing Lenders” has the meaning set forth in Section 2.14.

“Incremental Amendment” has the meaning set forth in Section 2.14.

“Incremental Commitment” has the meaning set forth in Section 2.14.

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

“Indebtedness” of any Person means, without duplication, (a) as shown on such Person’s balance sheet (1) all indebtedness of such Person for borrowed money or for the deferred purchase price of property and (2) all indebtedness of such Person evidenced by a note, bond, debenture or similar instrument (whether or not disbursed in full), (b) the face amount of all letters of credit issued for the account of such Person and, without duplication, all unreimbursed amounts drawn thereunder, (c) all Contingent Obligations of such Person, and (d) all payment obligations of such Person under any interest rate protection agreement (including, without limitation, any interest rate swaps, caps, floors, collars and similar agreements) and currency swaps and similar agreements which were not entered into specifically in connection with Indebtedness set forth in clauses (a), (b) or (c) hereof.

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“Indemnified Amounts” has the meaning set forth in Section 12.3(b).

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

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

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

“Ineligible Collateral Loan” means, at any time, a Collateral Loan (other than a Reapproved Collateral Loan) that does not meet each of the Eligible Collateral Loan Criteria at such time (whether as a result of a Specified Change or otherwise), other than any of the Eligible Collateral Loan Criteria waived by the Blackstone Asset Based Finance Representative in accordance with the definition thereof.

“Initial Agreed Price” means, for each Collateral Loan:

(a) if such Collateral Loan is an Initial Collateral Loan, the price identified for such Collateral Loan on Schedule A as the “Agreed Price” for such Collateral Loan; and

(b) if such Collateral Loan is not an Initial Collateral Loan, the price agreed by the Borrower and the Blackstone Asset Based Finance Representative as the “Initial Agreed Price” for such Collateral Loan at the time a Borrower Entity commits to acquire such Collateral Loan.

“Initial Collateral Loan” means a Collateral Loan specified on Schedule A as of the Closing Date.

“Intercompany Funding Arrangements” means any debt funding agreement between the Borrower, as lender, and the Investment Subsidiary, as borrower, pursuant to which advances are made by the Borrower, to the Investment Subsidiary to finance (in whole or in part) the Investment Subsidiary’s acquisition of Collateral Loans.

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“Interest Period” means, with respect to each Borrowing, (a) the period from (and including) the date of such Borrowing to but excluding the following Quarterly Payment Date, and (b) each successive period from and including each Quarterly Payment Date to but excluding the following Quarterly Payment Date until the principal of such Borrowing is repaid.

“Interest Proceeds” means, with respect to any Collateral (including Cash), (a) any payments with respect thereto that are attributable to interest or yield in accordance with the Underlying Instruments of such Collateral; (b) all Fee Proceeds; (c) all cash capital contributions made to the Borrower that, to the extent provided in Section 8.3(b), are to be treated as Interest Proceeds; (d) any amounts deposited in the Collection Account from the Closing Expense Account in accordance with Section 8.3(c); and (e) all payments of principal and interest on Eligible Investments purchased with the proceeds of any of subclauses (a) through (d) of this definition (without duplication); provided that:

(1) all amounts received in respect of any Defaulted Loan or Equity Security will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all Collections in respect of such Defaulted Loan or Equity Security since it became a Defaulted Loan or was received as an Equity Security, as applicable, equals the outstanding principal balance of such Collateral Loan at the time it became a Defaulted Loan or was received as an Equity Security, as applicable; and, thereafter, any such amounts will constitute Interest Proceeds; and

(2) no Excluded Amount shall constitute “Interest Proceeds” hereunder; and

(3) for purposes of Sections 6.4 and 9.1, amounts that would constitute “Interest Proceeds” in respect of amounts received by the Investment Subsidiary shall constitute “Interest Proceeds” to the extent the Investment Subsidiary has remitted the same to the Borrower (whether pursuant to an Intercompany Funding Arrangement or otherwise).

“Interim Payment Date” means a Business Day selected by the Borrower and notified by the Borrower to the Blackstone Asset Based Finance Representative, the Administrative Agent and the U.S. Collateral Agent in writing no less than three Business Days prior to such date; provided that (a) no Default or Event of Default shall have occurred and then be continuing on such Business Day, and (b) no Interim Payment Date shall be within 10 Business Days of a Quarterly Payment Date or any other Interim Payment Date.

“In Transit Contribution Assets” means any asset that the Borrower has committed to acquire from the Equity Holder via contribution in whole or in part, until that asset has settled into the Borrower.

“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended. “Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Subsidiary” means any wholly owned Subsidiary of the Borrower that may be added on any Investment Subsidiary Joinder Date in accordance with terms of this Agreement from time to time.

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“Investment Subsidiary Account Pledge Agreement” means, with respect to each Investment Subsidiary Local Account, an account pledge agreement under Luxembourg law between the Investment Subsidiary as pledgor and the LuxCo Collateral Agent in respect of such Investment Subsidiary Local Account, in form and substance satisfactory to the Blackstone Asset Based Finance Representative.

“Investment Subsidiary Collateral” means the “Collateral” as defined in the LuxCo II Guarantee and Security Agreement.

“Investment Subsidiary Collateral Loan” means a Collateral Loan held by the Investment Subsidiary.

“Investment Subsidiary Collection Account” means the “Collection Accounts” in the name of the Investment Subsidiary at the LuxCo Custodian, which accounts are specified in the LuxCo II Securities Account Control Agreement.

“Investment Subsidiary Local Accounts” means the bank accounts of the Investment Subsidiary opened in connection with the addition of any Investment Subsidiary in accordance with the terms of this Agreement from time to time.

“Investment Subsidiary Luxembourg Share and Receivables Pledge Agreement” means the shares and receivables pledge agreement governed by the laws of Luxembourg and entered into on or about an Investment Subsidiary Joinder Date between the Investment Subsidiary, the Borrower and the LuxCo Collateral Agent over the shares in, other instruments, securities and receivables due by the Investment Subsidiary.

“Investment Subsidiary Permitted Indebtedness” means, collectively, (a) the guarantee and grant of a security interest in favor of the LuxCo Collateral Agent and the U.S. Collateral Agent pursuant to the LuxCo Security Documents and (b) indebtedness owed to the Borrower under the Intercompany Funding Arrangements.

“Investment Subsidiary Sale and Contribution Agreement” means the Sale and Contribution Agreement entered into on or about an Investment Subsidiary Joinder Date, between the Borrower and the Investment Subsidiary.

“KBRA” means ▇▇▇▇▇ Bond Rating Agency, LLC, together with its successors.

“KBRA Industry Classification” means a Global Industry Classification System level three classification (as identified, as of the date hereof, on ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇).

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

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of

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this Agreement, any Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Limited Guarantor” means HPS Corporate Lending Fund, a Delaware statutory trust.

“Limited Guaranty” means the Non-Recourse Carveout Guaranty Agreement dated on or around the Closing Date between the Limited Guarantor and the U.S. Collateral Agent.

“Loan” has the meaning assigned to such term in Section 2.1.

“Loan Checklist” means, for any Collateral Loan, an electronic or hard copy list delivered by the Collateral Manager to the Blackstone Asset Based Finance Representative, Administrative Agent, the U.S. Collateral Agent and the Document Custodian that identifies: (a) the Collateral Loan, (b) the applicable obligor, (c) each Underlying Instrument (whether original or copy) to be delivered to the Document Custodian (if any), (d) the principal amount and (e) interest rate of such Collateral Loan.

“Loan Documents” means this Agreement, the Account Control Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Notes, the Fee Letter, the Agency Fee Letter, the Agent Fee Letters, the Funding Side Letter, the Master Transfer Agreement, the other Sale and Contribution Agreements, the Limited Guaranty, the Administrative Agent Cooperation Agreement, the LuxCo Security Documents, any Full Pledge Documents, any Investment Subsidiary Full Pledge Documents, the Powers of Attorney and the Intercompany Funding Arrangements.

“Loan Obligation” means a commercial loan or a participation interest in a commercial loan.

“LuxCo Account” means, collectively, the Investment Subsidiary Collection Account and each other account created or maintained by the Investment Subsidiary pursuant to the Loan Documents .

“LuxCo Collateral Agent” means U.S. Bank Trust Company, National Association, solely in its capacity as LuxCo Collateral Agent under the LuxCo Security Documents, until a successor Person shall have become the LuxCo Collateral Agent pursuant to the applicable provisions of the LuxCo Security Documents, and thereafter “LuxCo Collateral Agent” shall mean such successor Person, provided, however, that such successor Person shall be rated at least investment grade by one or more NRSRO at the time of its appointment.

“LuxCo Collateral Agent Fee” means the fee payable to the LuxCo Collateral Agent in arrears on each Quarterly Payment Date in an amount specified in the U.S. Collateral Agent Fee Letter.

“LuxCo Custodian” means U.S. Bank National Association solely in its capacity as Custodian under the LuxCo Custody Agreements, as applicable, until a successor Person shall have become the Custodian pursuant to the applicable provisions of the applicable LuxCo Custody

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Agreement and thereafter “LuxCo Custodian” shall mean such successor Person, provided, however, that such successor Person shall be rated at least investment grade by one or more NRSRO at the time of its appointment.

“LuxCo Custody Agreement” means the custody agreement entered into on or about an Investment Subsidiary Joinder Date between the Investment Subsidiary, the Borrower and the LuxCo Custodian.

“LuxCo Guarantee and Security Agreement” means the Guarantee and Security Agreement governed by the laws of New York entered into on or about an Investment Subsidiary Joinder Date between the Investment Subsidiary, the Borrower, and the U.S. Collateral Agent.

“LuxCo Securities Account Control Agreement” means the Securities Account Control Agreement entered into on or about an Investment Subsidiary Joinder Date between the Investment Subsidiary, the Bank, as U.S. Collateral Agent, the Administrative Agent and the Securities Intermediary.

“LuxCo Security Documents” means, collectively, the LuxCo Guarantee and Security Agreement, the Investment Subsidiary Luxembourg Share and Receivables Pledge Agreement, the Investment Subsidiary Account Pledge Agreement, and the LuxCo Securities Account Control Agreement.

“Luxembourg” means the Grand Duchy of Luxembourg.

“Maintenance Covenant” means a covenant by any borrower to comply with one or more financial covenants that test for either a cash component (interest coverage ratio, fixed charge coverage ratio, EBITDA, etc.) or a leverage covenant (senior debt to EBITDA ratio, total debt to EBITDA ratio, etc.) during any specified period, whether or not such borrower has taken any specified action.

“Make-Whole Amount” means, with respect to any Voluntary Commitment Reduction pursuant to Section 2.7, an amount equal to the present value at such time, computed by the Blackstone Asset Based Finance Representative on such Commitment Reduction Date using a discount rate equal to the Treasury Rate plus 0.50%, of the amount of interest which would have accrued on the principal balance of the applicable Commitments being reduced from the Commitment Reduction Date through the Anticipated Repayment Date; provided that no Make-Whole Amount shall be due in respect of any Commitment Reduction made after JulyMarch 12, 20252027 .

“Mandatory Prepayment” and “Mandatory Prepayment Notice” are defined in Section 2.7.

“Mandatory Prepayment Period” means, with respect to any Mandatory Prepayment, the period from and including the date of the related Mandatory Prepayment Notice to and including the date such Mandatory Prepayment is paid in full.

“Margin Stock” shall have the meaning provided such term in Regulation U of the Board of Governors of the Federal Reserve Board.

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“Market Price” means, as of any time, with respect to any Collateral Loan, the fair market value (expressed as a percentage) of such Collateral Loan at such time, exclusive of accrued interest, as determined by the Collateral Manager in accordance with the Servicing Standard.

“Master Transfer Agreement” means the Master Participation and Assignment Agreement dated as of the Closing Date between the Equity Holder, as assignor, and the Borrower, as assignee, as amended, restated, supplemented or otherwise modified from time to time.

“Material Adverse Effect” means a material adverse effect individually or in the aggregate with other adverse effects on the ability of the Borrower or the Collateral Manager to perform its respective obligations under any of the Loan Documents or the rights, interests or remedies (taken as a whole) of the Agents or any Lender under any of the Loan Documents.

“Maximum Facility Amount” means $750,000,000850,000,000, as such amount may be increased or decreased from time to time in accordance with the terms hereof ; provided that in no event shall the Maximum Facility Amount exceed $1,250,000,000.

“Measurement Date” means each Calculation Date, each day Collateral Loans are sold, each Collateral Report Determination Date and each day pursuant to the request of the Requisite Lenders or KBRA.

“Minimum Equity Amount” means, at any time, $60,000,000 an amount equal to 8.0% of the Maximum Facility Amount at such time.

“Minimum Utilization Fee” is defined in Section 2.6.

“Minimum Utilization Fee Rate” means 2.30% per annum.

“Minimum Utilization Percentage” means (i) 0% from the Closing Date until the six month anniversary of the Closing Date, (ii) 34.6666% from the six month anniversary of the Closing Date until the three month anniversary of the First Amendment Effective Date and, (iii) 65% from the three month anniversary of the First Amendment Effective Date until the Third Amendment Effective Date and (iv) 60% from the Third Amendment Effective Date through the end of the Reinvestment Period.

“Money” shall have the meaning specified in Section 1-201(24) of the UCC. “▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto.

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

“NAIC” means the National Association of Insurance Commissioners.

“Net Aggregate Unsettled Amount” means, at any time, the excess (if any) of (a) the aggregate Unsettled Amount on such date over (b) the Dollar Equivalent of the amounts on deposit in the Transaction Accounts on such date, including Eligible Investments, representing Principal Proceeds on such date.

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“Net Purchased Collateral Loan Balance” means, as of any date of determination, an amount equal to (a) the Dollar Equivalent of the Aggregate Principal Balance of all Collateral Loans sold and/or contributed to or originated by a Borrower Entity prior to such date minus (b) the Dollar Equivalent of the Aggregate Principal Balance of all Collateral Loans repurchased by the Equity Holder or an Affiliate thereof or released to the Equity Holder pursuant to a dividend (other than mandatory repurchases effected pursuant to the Master Transfer Agreement or any Collateral Loans sold at the direction of the Blackstone Asset Based Finance Representative pursuant to Section 10.1(b)), in each case prior to such date.

“Non-Consenting Lender” means any Lender that has failed to approve any proposed amendment, modification, consent or waiver that has been approved by the Requisite Lenders and that requires the approval of all Lenders or all affected Lenders in accordance with Section 12.4 (for so long as such Lender fails to give such approval).

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

“Notice of Borrowing” has the meaning set forth in Section 2.2.

“NRSRO” means a rating organization that the Securities and Exchange Commission recognizes as a nationally recognized statistical rating organization.

“NZD” means the lawful currency of New Zealand.

“Obligations” means all obligations, liabilities and Indebtedness of every nature of the Borrower from time to time owing to the Agents, the Lenders and the other Secured Parties under or in connection with this Agreement and the other Loan Documents, including, without limitation, (a) the unpaid principal amount of, and interest (including interest which, but for the filing of a petition in bankruptcy with respect to the obligor thereon, would have accrued on any Obligation, whether or not a claim is allowed against such obligor for such interest in the related bankruptcy proceeding) on, all Loans then outstanding, and (b) all fees, expenses, indemnity payments and other amounts owed to any Secured Party pursuant to this Agreement and the other Loan Documents, in each case, whether or not then due and payable.

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

“OFAC” has the meaning set forth in the definition of “Sanction”.

“Offer” means with respect to any security, any offer by the issuer of such security or by any other Person made to all of the holders of such security to purchase or otherwise acquire such security (other than pursuant to any redemption in accordance with the terms of the related Underlying Instruments or for the purpose of registering such security) or to convert or exchange such security into or for Cash, securities or any other type of consideration.

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

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

“Participant” has the meaning set forth in Section 12.5(b).

“Participant Register” has the meaning set forth in Section 12.5(b)(2).

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

“PATRIOT Act” has the meaning set forth in Section 12.19.

“Payment Account” means the payment account at the U.S. Custodian established pursuant to Section 1 of the Account Control Agreement and maintained pursuant to Section 8.3(a) hereof.

“Payment Date Report” has the meaning set forth in Section 9.1(c).

“Payment Recipient” has the meaning assigned to it in Section 2.15(a).

“Percentage Share” means:

(a) with respect to a Lender’s obligation to make Loans and receive payments of interest, fees, principal and other amounts with respect thereto, the percentage obtained by dividing (1) such Lender’s Commitment by (2) the Total Commitment, provided that, if the Total Commitment has been reduced to zero, the numerator shall be the aggregate outstanding principal amount of such Lender’s Loans and the denominator shall be the aggregate outstanding principal amount of all Loans; and

(b) with respect to all other matters in relation to a Lender at any time, the percentage obtained by dividing (1) the sum of such ▇▇▇▇▇▇’s undrawn Commitments plus the aggregate outstanding principal amount of Loans held by such Lender at such time by (2) the sum of all Lenders’ undrawn Commitments plus the aggregate outstanding principal amount of all Loans at such time.

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

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“Permitted Additional Subsidiary” means a subsidiary of the Borrower, the Investment Subsidiary that is formed with the express consent of the Blackstone Asset Based Finance Representative (which consent the Blackstone Asset Based Finance Representative may give, withhold or condition in its sole and absolute discretion).

“Permitted Indebtedness” means (a) the Obligations; (b) Indebtedness arising from the endorsement of instruments for collection in the ordinary course of business; (c) Excluded Liabilities and (d) the Investment Subsidiary Permitted Indebtedness.

“Permitted Liens” means (a) Liens in favor of a Collateral Agent for the benefit of the Secured Parties granted pursuant to this Agreement and any other Loan Document; (b) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings (provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor); (c) one or more judgment Liens securing judgments and other proceedings not constituting a Default or Event of Default; (d) liens in favor of a Custodian or the Securities Intermediary granted pursuant to this Agreement and any other Loan Document; (e) restrictions on transfer with respect to any Collateral Loan or any other Pledged Collateral, either imposed by law or contained in the Related Contracts, that are customary qualifications for instruments similar to such Collateral Loan or such other Pledged Collateral (including consent of the relevant agent or Obligor); (f) Liens of broker dealers and clearing corporations incurred in the ordinary course of business, but excluding Liens created in connection with the purchase of securities on margin, securities lending transactions or other transactions not expressly permitted hereunder; (g) Liens imposed by laws, 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; (h) with respect to agented Collateral Loans, Liens in favor of the lead agent, the collateral agent or the paying agent for the benefit of all holders of indebtedness of such obligor under the related Collateral Loan; and (i) Liens on a Collateral Loan and any collections thereon in favor of any purchaser of a Collateral Loan if (1) such Collateral Loan has been sold by the Borrower in its entirety or in part; (2) the purchase price payable for such sale has been paid into the Collection Account; (3) the transfer of such Collateral Loan has not been or cannot be completed; (4) the Borrower has settled such sale as a participation or similar arrangement (including settlement as a participation pending transfer) and (5) in the case of a partial participation, the Borrower, such participant and the Collateral Agent have entered into an intercreditor agreement in form and substance satisfactory to the Blackstone Asset Based Finance Representative.

“Permitted Offer” means an offer (a) pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Loan) in exchange for consideration consisting of (1) cash in an amount equal to or greater than the full face amount of the debt obligation being exchanged plus any accrued and unpaid interest or (2) other debt obligations that rank pari passu or senior to the debt obligations being exchanged which have a face amount equal to or greater than the full face amount of the debt obligation being exchanged and are eligible to be Collateral Loans plus any accrued and unpaid interest in cash and (b) as to which the Collateral Manager has determined in its reasonable commercial judgment that the offeror has sufficient access to financing to consummate the offer.

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“Permitted Purchaser” has the meaning specified in Section 12.6.

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

“PIK Loan” means a loan that by its terms permits the deferral or capitalization of payment of accrued and unpaid interest; provided that any loan that provides for periodic payments of interest thereon in cash no less frequently than semi-annually and the portion of interest required to be paid in cash under the terms of the related Underlying Instruments results in the outstanding principal amount of such loan having an effective rate of current interest paid in cash on such day of not less than 3.002.25% per annum over the applicable index rate shall be deemed not to be a PIK Loan hereunder.

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

“Pledged Collateral” has the meaning specified in the Granting Clauses hereof.

“Powers of Attorney” means (a) an executed copy of a power of attorney dated on or around the Closing Date, in form and substance satisfactory to the Lenders, executed by the Borrower in favor of the U.S. Collateral Agent and (b) an executed copy of a power of attorney entered into on or about an Investment Subsidiary Joinder Date, in form and substance satisfactory to the Lenders, executed by the Investment Subsidiary in favor of the U.S. Collateral Agent.

“Post-Default Rate” has the meaning assigned to such term in Section 2.5(b).

“Prime Rate” means, for any day, the rate of interest in effect for such day that is identified and normally published by The Wall Street Journal as the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the highest of such rates), with any change in Prime Rate to become effective as of the date the rate of interest which is so identified as the “Prime Rate” is different from that published on the preceding Business Day. If The Wall Street Journal no longer reports the Prime Rate, or if the Prime Rate no longer exists, or the Blackstone Asset Based Finance Representative determines in good faith that the rate so reported no longer accurately reflects an accurate determination of the prevailing Prime Rate, then the Blackstone Asset Based Finance Representative may select a reasonably comparable index or source to use as the basis for the Prime Rate.

“Principal Balance” means, as of any date of determination with respect to any Collateral Loan, the aggregate outstanding principal amount of such Collateral Loan as of such date, excluding (a) deferred or capitalized interest on any Collateral Loan and (b) any portion of such principal amount that has been assigned by the Borrower to another Person pursuant to Section 10.1.

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“Principal Proceeds” means (a) with respect to any Collateral (including Cash) any payments with respect thereto that are attributable to principal in accordance with the Underlying Instruments of such Collateral or that do not otherwise constitute Interest Proceeds (including unapplied proceeds of the Collateral Loans) and (b) any cash capital contributions made to the Borrower and applied pursuant to Section 8.3(b) (except to the extent that such capital contributions are to be treated as Interest Proceeds in accordance with Section 8.3(b)); provided that:

(1) all amounts received in respect of any Defaulted Loan or Equity Security will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all Collections in respect of such Defaulted Loan or Equity Security since it became a Defaulted Loan or was received as an Equity Security, as applicable, equals the outstanding principal balance of such Collateral Loan at the time it became a Defaulted Loan or was received as an Equity Security, as applicable; and, thereafter, any such amounts will constitute Interest Proceeds;

(2) all sales or assignments of Collateral Loans or any other Collateral pursuant to Section 10.1 shall be for cash the proceeds of which shall be deemed to be Principal Proceeds for all purposes hereunder;

(3) no Excluded Amount shall constitute “Principal Proceeds” hereunder; and

(4) for purposes of Sections 6.4 and 9.1, amounts that would constitute “Principal Proceeds” in respect of amounts received by the Investment Subsidiary shall constitute “Principal Proceeds” only to the extent the Investment Subsidiary has remitted the same to the Borrower (whether pursuant to the Intercompany Funding Arrangements or otherwise);

“Priority of Payments” has the meaning set forth in Section 9.1(a), provided that, at all times after the Loans, the Notes and all other amounts whatsoever payable by the Borrower have become due and payable pursuant to Section 6.2(b), “Priority of Payments” shall mean the priorities set forth in Section 6.4 hereof.

“Private Rating Letter” means a letter issued by an Acceptable Rating Agency in connection with any private debt rating for the Loans, which (a) sets forth the Debt Rating for the Loans, (b) refers to the Private Placement Number or CUSIP Number issued by Standard & Poor’s CUSIP Bureau Service in respect of the Loans, (c) addresses the likelihood of payment of both principal and interest on the Loans (which requirement shall be deemed satisfied if either (x) such letter includes confirmation that the rating reflects the Acceptable Rating Agency’s assessment of the Borrower’s ability to make timely payment of principal and interest on the Loans or a similar statement or (y) such letter is silent as to the Acceptable Rating Agency’s assessment of the likelihood of payment of both principal and interest and does not include any indication to the contrary), (d) includes such other information describing the relevant terms of the Loans as may be required from time to time by the SVO or any other Governmental Authority having jurisdiction over any Lender with respect to the matters set forth therein, and (e) shall not be subject to confidentiality provisions or other restrictions which would prevent or limit the letter from being shared with the SVO or any other Governmental Authority having jurisdiction over any Lender, subject to other applicable confidentiality restrictions (if any).

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“Private Rating Rationale Report” means, with respect to any Private Rating Letter, a report issued by the Acceptable Rating Agency in connection with such Private Rating Letter setting forth an analytical review of the Loans explaining the transaction structure, methodology relied upon, and, as appropriate, analysis of the credit, legal, and operational risks and mitigants supporting the assigned Private Rating for the Loans, in each case, on the letterhead of the Acceptable Rating Agency or its controlled website and generally consistent with the work product that an Acceptable Rating Agency would produce for a similar publicly rated security and otherwise in form and substance generally required by the SVO or any other Governmental Authority having jurisdiction over any Lender with respect to the matters set forth therein, from time to time. Such report shall not be subject to confidentiality provisions or other restrictions which would prevent or limit the report from being shared with the SVO or any other Governmental Authority having jurisdiction over any Lender, subject to other applicable confidentiality restrictions (if any).

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

“Process Agent” is defined in Section 12.21.

“Prohibited Transaction” means (a) a transaction described in Section 406(a) of ERISA, that is not exempted by a statutory or administrative or individual exemption pursuant to Section 408 of ERISA or (b) a transaction that would make the entering into or performance of this Agreement or any transaction contemplated hereby a violation of any Similar Law.

“Qualified Purchaser” means a Person that is a “qualified purchaser” as defined in the Investment Company Act.

“Qualifying Participation” means a Participation in a Collateral Loan that meets each of the following criteria:

(a) the Selling Institution is a lender on such Collateral Loan;

(b) the Selling Institution is the Equity Holder;

(c) the aggregate participation in such Collateral Loan granted by such Selling Institution to any one or more participants does not exceed the principal amount or commitment with respect to which such Selling Institution is a lender under such Collateral Loan;

(d) such Participation does not grant, in the aggregate, to the participant in such Participation a greater interest than such Selling Institution holds in the Collateral Loan that is the subject of the participation;

(e) the entire purchase price of such Participation is paid or otherwise satisfied in full (either in cash, as a capital contribution or a combination thereof, but without the benefit of financing from the Selling Institution) at the time of the relevant Borrower Entity’s acquisition thereof;

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(f) the Participation provides the participant all of the economic benefit and risk of the whole or part of the Collateral Loan that is the subject of the Participation;

(g) such participation is documented under the Master Transfer Agreement or a Loan Syndications and Trading Association or similar agreement standard for loan participation transactions among institutional market participants (unless in each case consented to by the Blackstone Asset Based Finance Representative in its sole and absolute discretion); and

(h) such Participation is not a sub-participation interest.

“Quarterly Cap” with respect to any Quarterly Payment Date means an amount equal to (a) $37,500 plus (b) 0.025% multiplied by the sum of, without duplication, the Dollar Equivalent of (1) the Aggregate Principal Balance of all Collateral Loans and (2) the aggregate amount of funds on deposit in the Transaction Accounts, including Eligible Investments, constituting Principal Proceeds, in each case, measured as of the Calculation Date immediately preceding such Quarterly Payment Date.

“Quarterly Payment Date” means the 23^rd day of January, April, July and October in each year, commencing on April 23, 2023, and the Stated Maturity; provided that, if any such date is not a Business Day, such Quarterly Payment Date shall be the next succeeding Business Day.

“Rating Agency” means (a) with respect to the Loans, an Acceptable Rating Agency, which, as of the Closing Date, is KBRA or (b) with respect to the Collateral generally, KBRA, ▇▇▇▇▇’▇, ▇▇▇▇▇ or Standard & Poor’s (or, if, at any time KBRA, ▇▇▇▇▇’▇, ▇▇▇▇▇ or Standard & Poor’s ceases to provide rating services with respect to debt obligations, any other (if any) NRSRO selected by the Borrower or the Collateral Manager).

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

“Rating Condition” means, with respect to any action taken or to be taken by or on behalf of the Borrower, a condition that is satisfied if either (a) KBRA shall have been given prior notice thereof and KBRA has not notified the Collateral Manager and the Administrative Agent in writing that such action will result in a reduction or withdrawal of the then current rating of the Loans within 10 Business Days of receipt of such notice (or, solely in the case of satisfying the Rating Condition with respect the Specified Partnership Documents which have been posted to the Transaction Data Room for a new Specified Partnership, five Business Days) following such notification by the Borrower; provided that such 10 Business Day (or five Business Day) period may be waived by agreement of all of the Lenders in their sole discretion, with notice to KBRA of

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such waiver or (b) KBRA has confirmed in writing (which may take the form of a press release, electronic message, facsimile, posting to its internet website, other written communication or other means then considered industry standard) that such action will not cause the then-current rating of the Loans by KBRA to be reduced or withdrawn. If at any time the Loans are not then rated by KBRA, the Rating Condition will automatically be deemed to be satisfied at such time with respect to any action or proposed action.

“RIC” means a person qualifying for treatment as a “regulated investment company” under the Code.

“Real Estate Loan” means any debt obligation that is primarily secured, directly or indirectly, by a mortgage or deed of trust or any lien interest, in each case, on residential, commercial, office, retail or industrial property, is underwritten as a mortgage loan and is not otherwise associated with an operating business.

“RCS” means Registre de Commerce et des Sociétés, Luxembourg, or the Luxembourg Register of Commerce and Companies.

“Reapproved Collateral Loan” means, at any time, a Collateral Loan:

(a) as to which one or more Revaluation Events has occurred or such Collateral Loan has otherwise become an Ineligible Collateral Loan;

(b) each such Revaluation Event has been cured (or otherwise addressed) in a manner satisfactory to the Blackstone Asset Based Finance Representative in its sole and absolute discretion;

(c) each other event or circumstance that has otherwise caused such Collateral Loan to be an Ineligible Collateral Loan has been cured (or otherwise addressed) in a manner satisfactory to the Blackstone Asset Based Finance Representative in its sole and absolute discretion;

(d) the Blackstone Asset Based Finance Representative and the Borrower shall have agreed (each, in their respective sole and absolute discretion) on a revised Agreed Price for such Collateral Loan and any Additional Revaluation Events to apply with respect to such Collateral Loan; and

(e) the Blackstone Asset Based Finance Representative has otherwise agreed (in its sole and absolute discretion) that such Collateral Loan shall be a “Reapproved Collateral Loan” hereunder.

“Recipient” means (a) the Administrative Agent and (b) any Lender, as applicable.

“Recurring Revenue Loan” means any Senior Secured Collateral Loans issued by an Obligor that is underwritten on the basis of debt to recurring revenue made up of recurring maintenance, service, support, hosting, subscription and other revenues identified by the Collateral Manager (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 Senior Secured Collateral Loans, in each case as determined by the Collateral Manager in accordance with the Servicing Standard and reasonably approved by the Blackstone Asset Based Finance Representative.

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“Register” has the meaning set forth in Section 12.5(f).

“Registered” means in registered form for U.S. federal income tax purposes and issued after July 18, 1984.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Reinvestment Period” means the period from and including the Closing Date to and including the earliest of:

(a) the Scheduled Reinvestment Period End Date;

(b) the date of the acceleration of the maturity of the Loans or the termination of the Commitments pursuant to Section 6.2;

(c) any date on which the Borrower or the Collateral Manager reasonably determines that it can no longer purchase or originate additional Collateral Loans appropriate for inclusion in the Collateral in accordance with the terms of this Agreement and the Collateral Management Agreement (provided that, in the case of this clause (c), an Authorized Officer of the Collateral Manager shall provide a written certification as to such determination to the Agents, the Lenders and KBRA at least five Business Days prior to such date); and

(d) any date identified by the Borrower (or the Collateral Manager on its behalf) upon at least seven Business Days’ notice to the Blackstone Asset Based Finance Representative, Administrative Agent and the U.S. Collateral Agent.

“Related Contracts” means all credit agreements, indentures, notes, security agreements, leases, financing statements, guaranties, and other contracts, agreements, instruments and other papers evidencing, securing, guaranteeing or otherwise relating to any Collateral Loan or other loan or security of any Borrower Entity or Eligible Investment or other investment with respect to any Collateral or proceeds thereof (including the related Underlying Instruments), together with all of the Borrower’s right, title and interest in and to all property or assets securing or otherwise relating to any Collateral Loan or other loan or security of any Borrower Entity or Eligible Investment or other investment with respect to any Collateral or proceeds thereof.

“Related Obligation” means a loan borrowed by (a) the Equity Holder (or any of its Affiliates or any Affiliate Employee), any investor in the Equity Holder (or any Affiliate or Affiliate Employee of any such investor), the Collateral Manager (or any of its Affiliates) or any other Person, in each case whose investments are primarily managed by the Collateral Manager or any of its Affiliates (other than, in each case, any investor in any fund (except for the Equity Holder) managed by the Collateral Manager or any of its Affiliates) or (b) an entity 25% or more of which is owned by an entity described in the preceding clause (a).

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“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Requested Amount” has the meaning assigned to such term in Section 2.2.

“Requisite Lenders” means, at any time, Lenders holding more than 50% of the sum of (a) the aggregate principal amount of the Loans outstanding at such time and (b) the aggregate unused Commitments at such time (provided that, in determining whether the Requisite Lenders have consented to or approved any action or inaction, the vote of any Borrower Affiliated Lender and any Defaulting Lender shall not be taken into account and the outstanding principal amounts and aggregate undrawn Commitments held by each Borrower Affiliated Lender and each Defaulting Lender shall be excluded from any calculation made pursuant to this definition).

“Reserved Matters” means the “Reserved Matters” to be included in the articles of association of the Investment Subsidiary, as applicable, in a form reasonably satisfactory to the Blackstone Asset Based Finance Representative.

“Retained Expense Amount” with respect to any Quarterly Payment Date means the amount, if any, by which (a) the sum of the amount determined pursuant to the definition of “Quarterly Cap” for such Quarterly Payment Date and each of the three prior Quarterly Payment Dates exceeds (b) the sum of (1) the aggregate payments made under Section 9.1(a)(i)(B)(1) on such Quarterly Payment Date and each of the three prior Quarterly Payment Dates and (2) Administrative Expenses paid from the Expense Reserve Account pursuant to Section 8.3(d) during each of the Due Periods prior to each of the three prior Quarterly Payment Dates or such lower amount as agreed to by the Blackstone Asset Based Finance Representative in its commercially reasonable discretion upon request from the Borrower.

“Revaluation Event” means, with respect to a Collateral Loan or its related Obligor, as applicable, the occurrence of any of the following (with each of the financial ratios referred to or set forth in clauses (c), (d) and (e) below being referred to herein as a “Financial Ratio”):

(a) any Scheduled Distribution with respect to such Collateral Loan is not received as of the related Due Date (determined without regard to waivers thereof or amendments, modifications or supplements thereto after the Closing Date that would have the effect of waiving or postponing such event to the extent such waiver, amendment, modification or supplement would constitute a Specified Change, unless such Specified Change has been previously approved by the Blackstone Asset Based Finance Representative) and such Scheduled Distribution remains unpaid on the fifth Business Day following such Due Date;

(b) the occurrence of any event of default (or any analogous event howsoever designated) with respect to such Collateral Loan under the Underlying Instruments relating thereto (determined without regard to waivers thereof or amendments, modifications or supplements thereto after the Closing Date that would have the effect of waiving or postponing such event);

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(c) if such Collateral Loan is a Cash Flow Collateral Loan:

(1) unless otherwise agreed by the Blackstone Asset Based Finance Representative (in its sole and absolute discretion) at the time the relevant Borrower Entity commits to acquire such Collateral Loan, a deterioration of 1 or more turns in the ratio of Senior Debt to EBITDA of the related Obligors during the related Financial Ratio Test Period (for example, from a Senior Debt to EBITDA ratio of 3.5:1.0 to a Senior Debt to EBITDA ratio of 4.5:1.00), with “Senior Debt” and “EBITDA” having the meanings assigned in the related Underlying Instruments or, if not defined therein, as agreed by the Blackstone Asset Based Finance Representative and the Borrower at the time the relevant Borrower Entity commits to acquire such Collateral Loan;

(2) unless otherwise agreed by the Blackstone Asset Based Finance Representative (in its sole and absolute discretion) at the time the relevant Borrower Entity commits to acquire such Collateral Loan, a decline of 25% or more in the Debt Service Coverage Ratio of the related Obligors during the related Financial Ratio Test Period, with “Debt Service Coverage Ratio” having the meaning assigned in the related Underlying Instruments or, if not defined therein, as determined by the Blackstone Asset Based Finance Representative in its sole and absolute discretion; or

(3) unless otherwise agreed by the Blackstone Asset Based Finance Representative (in its sole and absolute discretion) at the time the relevant Borrower Entity commits to acquire such Collateral Loan, a decline of 20% or more in EBITDA or Revenue of the related Obligors during the related Financial Ratio Test Period, with “EBITDA” and “Revenue” having the meaning assigned in the related Underlying Instruments or, if not defined therein, as determined by the Blackstone Asset Based Finance Representative in its sole and absolute discretion;

(d) if such Collateral Loan is an ABL Collateral Loan:

(1) unless otherwise agreed by the Blackstone Asset Based Finance Representative (in its sole and absolute discretion) at the time the relevant Borrower Entity commits to acquire such Collateral Loan, an increase of (x) with respect to any ABL Collateral Loan with an ABL LTV on the date it is acquired by the applicable Borrower Entity of 50% or greater, 10% or more or (y) with respect to any ABL Collateral Loan with an ABL LTV on the date it is acquired by the applicable Borrower Entity of less than 50%, 15% or more, in each case, of ABL LTV of such ABL Collateral Loan during the related Financial Ratio Test Period;

(e) if such Collateral Loan is a Recurring Revenue Loan:

(1) unless otherwise agreed by the Blackstone Asset Based Finance Representative (in its sole and absolute discretion) at the time the relevant Borrower Entity commits to acquire such Collateral Loan, a deterioration of 1 or more turns in the ratio of Senior Debt to ARR of the related Obligors during the related Financial Ratio Test Period (for example, from a Senior Debt to ARR ratio of 3.5:1.0 to a Senior Debt to ARR ratio of 4.5:1.00), with “Senior Debt” and “ARR”

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having the meanings assigned in the related Underlying Instruments or, if not defined therein, as agreed by the Blackstone Asset Based Finance Representative and the Borrower at the time the relevant Borrower Entity commits to acquire such Collateral Loan;

(2) unless otherwise agreed by the Blackstone Asset Based Finance Representative (in its sole and absolute discretion) at the time the relevant Borrower Entity commits to acquire such Collateral Loan, a decline of 20% or more in ARR of the related Obligors during the related Financial Ratio Test Period, with “ARR” having the meaning assigned in the related Underlying Instruments or, if not defined therein, as determined by the Blackstone Asset Based Finance Representative in its sole and absolute discretion;

(f) any Specified Change occurs with respect to such Collateral Loan that is not previously approved by the Blackstone Asset Based Finance Representative;

(g) in respect of which the Borrower has failed to deliver to the Blackstone Asset Based Finance Representative, and post to the Transaction Data Room, no later than five Business Days after such statements and reports are distributed to the Borrower, periodic financial statements and compliance certificates for the related Obligor and annual audited financial statements for such Obligor, in the manner and to the extent required hereunder;

(h) in respect of which there has occurred an Additional Revaluation Event with respect to such Collateral Loan; or

(i) the related Obligor fails to deliver to the Borrower any financial reporting information, unless such information is non-material, and/or, in the case of an ABL Collateral Loan, a report stating the appraised value of the assets securing such ABL Collateral Loan (which may be a company appraisal compliance certificate), in each case, (i) as required by the Underlying Instruments of such Collateral Loan and (ii) at least quarterly.

As used herein, “Financial Ratio Test Period” means, for each Collateral Loan, each of (1) the period in which such Collateral Loan has been in the Collateral Portfolio; (2) the period following the date on which a Revaluation Event occurs with respect to such Collateral Loan until the date (if any) such Collateral Loan becomes a Reapproved Collateral Loan with respect to such Revaluation Event; and (3) with respect to any Revaluation Event with respect to such Collateral Loan, the period following the date (if any) on which such Collateral Loan becomes a Reapproved Collateral Loan with respect to such Revaluation Event.

For the avoidance of doubt, more than one Revaluation Event may occur with respect to any Collateral Loan.

“Sale and Contribution Agreements” means, collectively, the Master Transfer Agreement, the Borrower Sale and Contribution Agreement and the Investment Subsidiary Sale and Contribution Agreement.

“Sanction” or “Sanctions” means individually and collectively, respectively, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes

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and anti- terrorism laws imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of the Treasury, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order; (b) the United Nations Security Council; (c) the European Union; (d) the United Kingdom; or (e) any other governmental authority of a jurisdiction where any Credit Party operates or in which the proceeds of the Loans will be used or from which repayments of the Obligations under this Agreement or related Loan Documents will be derived.

“Sanctioned Entity” means any individual, entity, group, sector, territory or country that is the target of any Sanctions, including without limitation, any legal entity that is deemed to be a target of Sanctions based on the direct or indirect ownership or control of such entity by any other Sanctioned Entity.

“Scheduled Distribution” means, with respect to any Collateral Loan, for each Due Date, the scheduled payment of principal and/or interest and/or fee due on such Due Date with respect to such Collateral Loan.

“Scheduled Reinvestment Period End Date” means January 12, 20262028 (as such date may be extended pursuant to Section 2.13 as provided therein).

“Second Amendment Effective Date” means November 8, 2024.

“Second Lien Collateral Loan” means a Loan Obligation that:

(a) is not (and cannot by its terms become) subordinate in right of payment to any other obligation for borrowed money of the Obligor of such loan (other than with respect to de minimis indebtedness, trade claims, capitalized leases or similar obligations) but which is subordinated (with respect to liquidation preferences with respect to the primary pledged collateral securing such loan) to a Senior Secured Collateral Loan, a First Lien/Last Out Collateral Loan, or any other first lien obligation of the Obligor (provided that a Loan Obligation being subordinate to a lien securing an ABL Facility shall not by itself prevent such Loan Obligation from being a Senior Secured Collateral Loan or First Lien/Last Out Collateral Loan);

(b) is secured by a valid second-priority perfected security interest or lien in, to or on specified collateral securing the Obligor’s obligations under such Second Lien Collateral Loan (subject to customary exemptions for permitted liens, including, without limitation, any tax liens);

(c) the value of the collateral securing such loan at the time of origination or purchase is adequate (in the commercially reasonable judgment of the Borrower) to repay such loan in accordance with its terms and to repay all other loans of equal or higher seniority secured by a first or second lien or security interest in the same collateral; and

(d) is not secured solely or primarily by common stock or other equity interests;

provided that the limitation set forth in clause (d) above shall not apply with respect to a loan made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that the granting by any such subsidiary of a lien on its own

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property would (1) in the case of a subsidiary that is not part of the same consolidated group as such parent entity for U.S. Federal income tax purposes, result in material adverse tax consequences to such subsidiary or such parent in the form of a deemed dividend by such subsidiary to such parent entity for such tax purposes, (2) violate law or regulations applicable to such subsidiary (whether the obligation secured is such loan or any other similar type of indebtedness owing to third parties) or (3) cause such subsidiary to suffer material adverse economic consequences under capital adequacy or other similar rules.

“Secured Parties” means, collectively, the Agents, the Collateral Administrator, the Custodians, the Document Custodian and the Lenders.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Securities Intermediary” has the meaning set forth in Section 8.4(a).

“Selling Institution” means an institution from which a Participation would be acquired. “Senior Authorized Officer” means:

(a) with respect to any Borrower Entity, either (i) the Chief Executive Officer, Chief Financial Officer, or any other director or senior officer of HPS, in its role as the investment manager to the Collateral Manager, that is responsible for the administration or collection of the Collateral Loans, or (ii) the Chief Executive Officer, Chief Financial Officer, or any other director or senior officer of the General Partner;

(b) with respect to the Collateral Manager, either (i) the Chief Executive Officer, Chief Financial Officer, or any other director or senior officer of HPS, in its role as the investment advisor to the Collateral Manager, that is responsible for the administration or collection of the Collateral Loans, or (ii) any director of HPS Corporate Lending Fund; and

(c) with respect to any other Person, any officer of such Person that is a chief executive officer, chief operating officer, chief credit officer, executive vice president or president (or, in each case, any other officer with a position analogous to those identified above and in the case of any limited liability company, any manager) or any other senior officer responsible for the management or administration of the Collateral or any other officer responsible for the performance of such Person’s obligations under the Loan Documents.

“Senior Secured Collateral Loan” means a Loan Obligation (other than a First Lien/Last Out Collateral Loan) that:

(a) is not (and cannot by its terms become) subordinate in right of payment to any other obligation for borrowed money of the Obligor of such loan (other than with respect to de minimis indebtedness, trade claims, capitalized leases or similar obligations, and except that such loan may be subordinated to an ABL Facility);

(b) is secured by a valid first priority perfected security interest or lien in, to or on specified collateral securing the Obligor’s obligations under such Senior Secured Collateral Loan (subject to customary exemptions for permitted liens, including, without limitation, any tax liens, and the Lien security any ABL Facility);

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(c) the value of the collateral securing such loan at the time of origination or purchase together with other attributes of the Obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Borrower) to repay such loan in accordance with its terms and to repay all other loans of equal seniority secured by a first lien or security interest in the same collateral; and

(d) is not secured solely or primarily by common stock or other equity interests;

provided that the limitation set forth in clause (d) above shall not apply with respect to a loan made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that the granting by any such subsidiary of a lien on its own property would (1) in the case of a subsidiary that is not part of the same consolidated group as such parent entity for U.S. Federal income tax purposes, result in material adverse tax consequences to such subsidiary or such parent in the form of a deemed dividend by such subsidiary to such parent entity for such tax purposes, (2) violate law or regulations applicable to such subsidiary (whether the obligation secured is such loan or any other similar type of indebtedness owing to third parties) or (3) cause such subsidiary to suffer material adverse economic consequences under capital adequacy or other similar rules.

“Servicing Standard” has the meaning assigned to such term in Section 2(d) of the Collateral Management Agreement.

“Similar Law” means any federal, state or local law or regulations that are substantially similar to Title I of ERISA or Section 4975 of the Code.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

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

“Specified Change” means any amendment, consent, modification or waiver of, or supplement to, an Underlying Instrument or Related Contract of a Collateral Loan that, individually or together with all other amendments, consents, modifications, waivers and/or supplements to such Underlying Instrument or Related Contract of a Collateral Loan:

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(a) extends the final maturity of a Collateral Loan, other than customary extensions of not greater than 14 calendar days in respect of which the Collateral Manager certifies that such extension has been entered into in the ordinary course of business to a credit-worthy Obligor and not with the intent of avoiding or minimizing an expected default under such Collateral Loan;

(b) reduces or forgives any principal amount of a Collateral Loan;

(c) reduces the rate of interest payable on a Collateral Loan, other than any reduction in the spread or interest rate payable on such Collateral Loan of not greater than 1% in respect of which the Collateral Manager certifies that such reduction results from an increase in the credit quality of the related Obligor or is being entered into due to changes in market conditions since the date such Collateral Loan was originated in order to bring such interest rate in line with current market conditions;

(d) postpones the Due Date of any Scheduled Distribution in respect of a Collateral Loan by more than five Business Days;

(e) subordinates (in right of payment, with respect to liquidation preferences or otherwise), or increases the level or extent of any such subordination of, a Collateral Loan, or makes any other change (including, without limitation, through a change in the capital structure of the Obligors on such Collateral Loan or the transfer of assets from an Obligor on such Collateral Loan) that has the effect of structurally subordinating such Collateral Loan to other debt or liabilities, in each case other than as expressly permitted in the related Underlying Instruments (as set forth therein at the Closing Date);

(f) releases any material guarantor or co-obligor of a Collateral Loan from its obligations;

(g) releases a material portion of the collateral securing such Collateral Loan (excluding any such releases associated with a prepayment);

(h) decreases the number or percentage of lenders required to effect any of the foregoing under the applicable Underlying Instrument or Related Contract;

(i) allows for additional debt that is senior to or pari passu with a Collateral Loan (in each case in right of payment, with respect to liquidation preferences or otherwise);

(j) (1) changes any financial covenant or (2) changes any defined term used in the calculation of a Financial Ratio or any other financial covenant, in each case in this clause (2), in a manner that is, individually or in the aggregate taking into account any other changes made with respect to such Collateral Loan, materially adverse to the rights and remedies of the Lenders (as determined by the Blackstone Asset Based Finance Representative in its sole and absolute discretion); or

(k) postpones or waives delivery of any financial information required to be delivered under the Underlying Instrument or Related Contract that, in each case, has a material and adverse effect on the ability of the Collateral Manager, a Custodian or the Blackstone Asset Based Finance Representative (as determined by the Blackstone Asset Based Finance Representative in its reasonable discretion) to make any determinations or calculations required or permitted hereunder.

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“Specified Currency” means AUD, CAD, EUR, GBP, NZD and USD and any other currency consented to by the Requisite Lenders and that can be supported by the Collateral Agents, provided in the event any other currency is consented to by the Requisite Lenders, Borrower shall promptly notify KBRA.

“Specified Default” means (i) any Event of Default under, or any Default that with the giving of notice, the passage of time or both, would constitute an Event of Default under, Section 6.01(a)-(d), (f), (g) or (p) or (ii) an Event of Default has occurred and notice of acceleration of the obligations hereunder has been given in accordance with Section 6.02.

“Standard & Poor’s” or “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor thereto.

“Stated Maturity” means April 12, 20302032 .

“Structured Finance Obligation” means any obligation issued by a special purpose entity secured directly by, referenced to, or representing ownership of, a pool of receivables or other financial assets of any Obligor (excluding any loan made to, or guaranteed by, an operating company that buys, sells and/or liquidates such assets in the ordinary course of business), including (but not limited to) collateralized debt obligations, collateralized loan obligations, asset backed securities and mortgage backed securities or any resecuritization thereof and excluding any ABL Facility.

“Subordinated Loan” means a loan to any corporation, partnership, trust or other business entity which is (whether by its terms or otherwise) subordinate in right of payment to any other debt for borrowed money incurred by the Obligor under such loan, other than any such loan that is a Senior Secured Collateral Loan, a Second Lien Collateral Loan or a First Lien/Last Out Collateral Loan.

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

“SVO” means the Securities Valuation Office of the NAIC.

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

“Tax Distribution” means distributions to the Equity Holder (from the Collection Account or otherwise) to the extent required to allow the Equity Holder to make sufficient distributions to qualify as a regulated investment company, and to otherwise eliminate federal or state income or excise taxes payable by the Equity Holder in or with respect to any taxable year of the Equity Holder (or any calendar year, as relevant); provided that the amount of any such

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payments made in or with respect to any such taxable year (or calendar year, as relevant) of the Equity Holder shall not exceed 110% of the amounts that the Borrower would have been required to distribute to the Equity Holder 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 (i), (ii) or (iii), calculated assuming that the Borrower had qualified to be taxed as a regulated investment company under the Code.

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

“Term SOFR” means,

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

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

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

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

“Third Amendment Effective Date” means August 28, 2025.

“Threshold Amount” means for any Credit Party, U.S.$1,000,000.

“Total Commitment” as of any date of determination means the aggregate amount of the Commitments on such date (including, for the avoidance of doubt, any Incremental Commitments made pursuant to Section 2.14), which as of the Closing Date is the Maximum Facility Amount. Upon the last day of the Commitment Period, the Total Commitment shall be reduced to zero.

“Transaction Account” means, collectively, the Covered Accounts and the LuxCo Accounts.

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

“Treasury Rate” means the yield to maturity at a time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two (2) Business Days prior to the Commitment Reduction Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the applicable Commitment Reduction Date to the Anticipated Repayment Date, provided, however, that if the period from the applicable Commitment Reduction Date to the Anticipated Repayment Date, is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth (1/12th) of a year) from the weekly average yields of United States Treasury securities for which such yields are given having maturities as close as possible to the Anticipated Repayment Date, except that if the period from the applicable Commitment Reduction Date to the Anticipated Repayment Date is less than one (1) year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one (1) year shall be used.

“U.S. Collateral Agent” means U.S. Bank Trust Company, National Association, in its capacity as U.S. collateral agent under this Agreement and any other Loan Document, and its successors in such capacity.

“U.S. Collateral Agent Fee” means the fee payable to the U.S. Collateral Agent (and the Collateral Administrator, U.S. Custodian and Document Custodian) in arrears on each Quarterly Payment Date in an amount specified in the U.S. Collateral Agent Fee Letter.

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“U.S. Collateral Agent Fee Letter” means the fee letter dated on or prior to the Closing Date between U.S. Collateral Agent (or any of the other Bank Parties on its behalf) and the Borrower (or the Collateral Manager on its behalf) with respect to certain fees to be paid from time to time to the U.S. Collateral Agent (which fee letter may be combined with the fee letter of the other Bank Parties).

“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“U.S. Custodian” has the meaning set forth in Section 8.4(a).

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

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

“Underlying Instruments” means (a) the indenture, credit agreement or other agreement pursuant to which a Collateral Loan has been issued or created and (b) each other agreement that governs the terms of or secures the obligations represented by such Collateral Loan or of which the holders of such Collateral Loan are the beneficiaries, including any promissory notes.

“United States” or “U.S.” means the United States of America, including the states and the District of Columbia, but excluding its territories and possessions.

“Unsettled Amount” as of any date means the Dollar Equivalent as of such date of all amounts due in respect of all Unsettled Purchase Assets at such date.

“Unsettled Purchase Asset” means, as of any date, a Collateral Loan (other than a Qualifying Participation) that a Borrower Entity has entered into a binding commitment to acquire but has not yet settled.

“Unsettled Sale Asset” means, as of any date, a Collateral Loan that a Borrower Entity has entered into a binding commitment to sell but has not yet settled.

“Upfront Fee” is defined in Section 2.6.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) 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.

“Valuation Standard” means one or a combination of customary and usual valuation methodologies generally accepted in the pricing and valuation market to derive a fair assessment of the current “fair value” as specified below of a Collateral Loan and without regard to any compensation received from, or agency relationship with, any Person; provided that, such fair value shall be based on the most recent financial reporting and/or any other customary financial

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and other information with respect to such Collateral Loan including, without limitation, the following: (a) the financial performance of the Obligor of such Collateral Loan; (b) a fundamental analysis which may be based on discounted cash flow and a multiples-based approach based on comparable companies in the relevant sector or another generally accepted methodology for valuing companies in the relevant sector; and (c) the current market environment (e.g., quoted trading levels on the Collateral Loan (if available) and the relative trading levels and yields for debt instruments of comparable companies). For purposes of this definition, “fair value” is defined as the price that would be received when selling a Collateral Loan in an orderly transaction between market participants on the date of measuring such a value.

“▇▇▇▇▇▇▇ Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.

“Voluntary Commitment Reduction” and “Voluntary Commitment Reduction Notice” are defined in Section 2.7.

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

1.2 Accounting Terms and Determinations and UCC Terms.

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

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

1.3 Assumptions and Calculations with respect to Collateral Loans.

The provisions of this Section 1.3 shall be applicable to any determination or calculation that is covered by this Section 1.3, whether or not reference is specifically made to Section 1.3, unless some other method of calculation or determination is expressly specified in the particular provision.

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

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

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

(d) References in this Agreement to a Borrower Entity’s “purchase” or “acquisition” of a Collateral Loan include references to such Borrower Entity’s making, origination, entering into, receiving by contribution or otherwise acquiring such Collateral Loan. Portions of the same Collateral Loan acquired or originated by a Borrower Entity on different dates (whether through purchase, receipt by contribution or the making or origination thereof) will, for purposes of determining the purchase price, and Initial Agreed Price of such Collateral Loan, be treated as separate purchases on separate dates (and not a weighted average of any such amount for any particular Collateral Loan).

(e) For the purpose of calculating the Borrowing Base, the Concentration Limitations and the Facility LTV, the effect of the acquisition or disposition of Collateral Loans shall be calculated on a trade date (and not settlement date) basis; provided that if any such Collateral Loan remains an Unsettled Purchase Asset for more than 60 days, then the value for such Unsettled Purchase Asset may be adjusted and {determined by the Blackstone Asset Based Finance Representative }in its sole commercially reasonable discretion (which value may be zero).

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

1.4 Cross-References; References to Agreements; Interpretive Provisions.

“Herein,” “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision. Unless otherwise specified, references in this Agreement to any Article, Section, Schedule or Exhibit are references to such Article or Section of, or Schedule or Exhibit to, this Agreement, and references in any Article, Section, Schedule or definition to any subsection or clause are references to such subsection or clause of such Article, Section, Schedule or definition. Unless otherwise specified, all references herein to any agreement or instrument shall be interpreted as references to such agreement or instrument as it may be amended, supplemented or restated from time to time in accordance with its terms and the terms of this Agreement and the other Loan Documents. Whenever reference is made herein to “knowledge” or being “informed” (or any similar term) with respect to any Credit Party, it shall mean the actual knowledge of an Authorized Officer of such Credit Party unless otherwise specified.

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1.5 Reference to Secured Parties.

In each case herein where any payment or distribution is to be made or notice is to be given to the “Secured Parties”, such payments and distributions in respect of the Lenders shall be made to the U.S. Collateral Agent and such notice in respect of the Lenders shall be made to the Administrative Agent.

1.6 Specified Partnership-Related Provisions.

(a) Specified Partnership-related Definitions. The following terms have the respective meanings set forth below for purposes of this Section 1.6, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms.

“Specified LP Interests” means limited partnership interests in each Specified Partnership.

“Specified LP Percentage Share” means, with respect to a Specified Partnership at any time, the Borrower’s entitlement (expressed as a percentage), by virtue of its ownership of the related Specified LP Interest, in and to distributions from such Specified Partnership at such time.

“Specified Partnership” means a limited partnership for which HPS GP, LLC or one of its affiliates is the sole general partner, for which the Borrower and one or more of other funds managed or advised by the Collateral Manager or its Affiliates are the sole limited partners, and that is formed for the principal purpose of holding one or more Collateral Loans.

“Specified Partnership LPA” means, as to any Specified Partnership, the partnership agreement of such Specified Partnership.

“Specified Partnership Holding Criteria” means, with respect to any Specified Partnership, the following criteria:

(a) the aggregate amount of funds used by the Borrower to acquire the Specified LP Interests in such Specified Partnership, together with the aggregate amount of additional capital contributions made or committed to be made by the Borrower to such Specified Partnership in connection with the acquisition of the related Collateral Loans, shall not exceed the aggregate amount agreed from time to time by the Borrower and the Blackstone Asset Based Finance Representative (in the sole and absolute discretion of the Blackstone Asset Based Finance Representative); provided that, so long as no Default or Event of Default has occurred and is then continuing, the Borrower may make capital contributions to such Specified Partnership, solely out of amounts on deposit in the Collection Account that can then be used to cover Administrative Expenses, to pay the related Specified LP Percentage Share of any expenses incurred by such Specified Partnership in the ordinary course of business without the consent of the Blackstone Asset Based Finance Representative;

(b) the Borrower shall at all times hold not less than the percentage of the limited partnership interests in such Specified Partnership consented to by the Blackstone Asset Based

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Finance Representative in its sole and absolute discretion at the time such Specified LP Interests are acquired by the Borrower; and all partnership interests held by the Borrower in a Specified Partnership shall be in the form of the Specified LP Interests;

(c) the sole assets owned by such Specified Partnership shall be:

(1) Collateral Loans, the acquisition of which shall be subject to the terms and conditions set forth in this Agreement as if the Borrower had acquired such Collateral Loans directly;

(2) Eligible Investments;

(3) one or more bank accounts maintained with U.S. Bank National Association or any Affiliate thereof in which proceeds of the related Collateral Loans and Eligible Investments are held pending distribution to the partners of such Specified Partnership; and

(4) other assets incidental to the foregoing;

(d) all other partners of such Specified Partnership shall have fully funded their respective ratable capital contributions to such Specified Partnership, and no additional general or limited partners shall be admitted to such Specified Partnership unless such additional general or limited partner shall have fully funded its ratable capital contribution to such Specified Partnership;

(e) such Specified Partnership shall incur no indebtedness; enter into no hedging transactions; and shall have no other liabilities (other than those other liabilities that may arise out of and be incidental to its ownership of the assets referred to in clause above);

(f) such Specified Partnership shall not grant or suffer to exist any Liens on any of its properties at any time other than Permitted Liens;

(g) if the general partner of such Specified Partnership delegates any of its power and authority with respect to such Specified Partnership to HPS Investment Partners, LLC under the relevant Specified Partnership LPA, then HPS Investment Partners, LLC shall perform the duties so delegated to it with a standard of care substantially similar to that set forth in the Collateral Management Agreement;

(h) the Specified Partnership LPA for such Specified Partnership shall provide for (or the Borrower shall have delivered to the Blackstone Asset Based Finance Representative evidence, in form and substance satisfactory to the Lenders, that each of the general partner and manager of such Specified Partnership shall have committed to the distribution of proceeds of the assets owned by such Specified Partnership to its partners substantially contemporaneously with such Specified Partnership’s receipt thereof), subject in each case to applicable law;

(i) such Specified Partnership LPA shall contain a compulsory redemption provision (each, a “Compulsory Redemption Provision”) providing that, upon an Event of Default hereunder and acceleration of the Loans in accordance with the terms hereof, the general partner of such Specified Partnership shall immediately compulsorily redeem the Borrower’s interest in such Specified Partnership in-kind in exchange for the transfer to the Borrower of its pro-rata share of the net assets of such Specified Partnership;

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(j) except for capital contributions to such Specified Partnership permitted under clause (a) above, the Borrower shall not at any time agree to make capital contributions to such Specified Partnership or acquire any other interests in such Specified Partnership (whether under the related Specified Partnership LPA or otherwise);

(k) the Borrower will not at any time agree with such Specified Partnership, the general partner of such Specified Partnership or any other partner of such Specified Partnership (whether under the related Specified Partnership LPA or otherwise) to allocate profits and losses attributable to investments of such Specified Partnership, other than allocations in equal proportion to their respective investments therein;

(l) the Borrower shall not give any consent in respect of any of the matters for which the consent of the Borrower would be required under the Specified Partnership LPA for such Specified Partnership without, in each case, the prior written consent of the Blackstone Asset Based Finance Representative;

(m) the following (together, the “Specified Partnership Documents”) with respect to such Specified Partnership shall constitute part of the Diligence Information (to be provided to the Blackstone Asset Based Finance Representative and the Lenders) and custody documents (to be provided to the U.S. Collateral Agent or the Document Custodian, as applicable) in connection with the acquisition by the Borrower of the related Specified LP Interests:

(1) an executed copy of the related Specified Partnership LPA, as amended, modified, supplemented or waived;

(2) an executed copy of the Specified Partnership management agreement, as amended, modified, supplemented or waived;

(3) executed copies of any documents and agreements, and any required notices related thereto, as the Lenders may request in order for the U.S. Collateral Agent have a perfected security interest in the Specified LP Interests;

(4) not less than one original (or in the event such original is not readily available to the relevant Borrower Entity an executed electronic copy thereof) instrument of transfer of the Specified LP Interests for such Specified Partnership, duly executed in blank by the Borrower, which would be effective to transfer ownership of the related Specified LP Interests (or specified portions thereof) under the terms of the relevant Specified Partnership LPA and under applicable law (each, an “Escrowed LP Interest Transfer Document”); provided, that in the event only a copy of such Escrowed LP Interest Transfer Document has been so delivered, the original thereof shall be so delivered within a reasonable period of time following Blackstone Asset Based Finance Representative’s reasonable request therefor;

(5) satisfactory UCC lien, tax and judgment and bankruptcy search results in respect of such Specified Partnership and the general partner thereof;

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(6) opinions of counsel in the jurisdiction of organization of such Specified Partnership and New York counsel to such Specified Partnership and its general partner dated on or around the date of such acquisition, given by Dechert LLP, and/or other counsel reasonably satisfactory to the Blackstone Asset Based Finance Representative, covering substantially the same matters as those covered by the opinion provided by such firms on the Closing Date pursuant to Section 3.1 (to the extent applicable);

(7) a certificate executed by any officer, employee or agent of such Specified Partnership and its general partner who is authorized to act on behalf of each entity in matters related to and binding upon such Specified Partnership and such general partner, dated on or around the date of such acquisition, covering substantially the same matters as those covered by the officer’s certificate delivered by the Borrower and General Partner on the Closing Date pursuant to Section 3.1 (to the extent applicable) and such other matters as the Lenders may reasonably request;

(8) the following for each Specified Partnership (the “Full Pledge Documents” for such Specified Partnership):

(A) an executed account control agreement dated on or around the date of such acquisition, in form and substance satisfactory to the Lenders, between such Specified Partnership, the Securities Intermediary and the U.S. Collateral Agent covering such Specified Partnership’s bank accounts;

(B) a Guaranty and Security Agreement dated on or around the date of such acquisition, in form and substance satisfactory to the Lenders, executed by such Specified Partnership in favor of the U.S. Collateral Agent under which such Specified Partnership grants to the U.S. Collateral Agent a security interest in all of the assets of such Specified Partnership, together with all such other documents and agreements as the Lenders may request in order to have a perfected security interest in all such property, subject to no equal or prior liens;

(C) an executed copy of a power of attorney dated on or around the date of such acquisition, in form and substance satisfactory to the Lenders, executed by such Specified Partnership in favor of the U.S. Collateral Agent;

(D) Uniform Commercial Code financing statements naming the U.S. Collateral Agent as secured party and such Specified Partnership as debtor and describing such collateral or indicating that the collateral includes “all assets” or “all personal property” of such Specified Partnership (or a similar description) and evidence that such financing statements have been submitted to the relevant agency, with the file stamped financing statements to be delivered promptly upon receipt; and

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(9) such other documents as the Lenders may reasonably require;

(n) neither such Specified Partnership nor the general partner of such Specified Partnership is at any time subject to registration under the Investment Company Act, and neither is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act;

(o) the execution, delivery and performance by such Specified Partnership and its general partner of the documents to which they are parties and the consummation of the transactions contemplated by such documents do not and will not (a) violate (1) in any material respect any provision of any law or any governmental rule or regulation applicable to them, (2) any of their respective organizational documents or of any organizational documents of any other limited partner or (3) in any material respect any order, judgment or decree of any court or other agency of government binding on any of them; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any of their material contractual obligations; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of any of them (other than Permitted Liens); or (d) require any approval of members or partners or any approval or consent of any Person under any contractual obligation of any of them;

(p) neither such Specified Partnership nor its general partner is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its contractual obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect;

(q) such Specified Partnership and its general partner at all times comply in all material respects with applicable laws, rules, regulations, writs, judgments, injunctions, decrees, awards and orders with respect to it, its business and its properties;

(r) neither such Specified Partnership nor its general partner consolidates or merges with or into any other Person or conveys or transfers its properties and assets substantially as an entirety to any Person;

(s) neither such Specified Partnership nor its general partner takes any action that could result in the substantive consolidation of such Specified Partnership or such general partner with any other Person;

(t) no event or circumstance has occurred and is continuing that would constitute an Event of Default under Section 6.1(d), (f), (g) or (k) if such Specified Partnership or its general partner were the Borrower hereunder; and

(u) all Specified Partnership Documents shall have been posted to the Transaction Data Room and the Rating Condition shall be satisfied with respect to such Specified Partnership Documents.

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(b) Deemed Look-Through of Collateral Loans Held by Specified Partnerships; Etc. Subject to the satisfaction of the Specified Partnership Holding Criteria, for purposes of this Agreement and the other Loan Documents (including for purposes of compliance with the Concentration Limitations), the Collateral Portfolio will be deemed to include the applicable Specified LP Percentage Share of each Collateral Loan and Eligible Investment owned by the Specified Partnerships as if each were owned by the Borrower directly.

In connection with the foregoing, the Borrower shall provide the Collateral Administrator and the Blackstone Asset Based Finance Representative with any information in its possession regarding each Collateral Loan and Eligible Investment owned by the Specified Partnerships as may be necessary for purposes of the preparation of each Collateral Report or other report or calculation required by this Agreement or the Collateral Administration Agreement; provided that, upon the request of the Collateral Administrator or the Blackstone Asset Based Finance Representative, each Borrower shall use commercially reasonable efforts to obtain any information not in its possession for purposes of the preparation of reports or calculations hereunder. Without limiting the foregoing, the Borrower shall promptly notify the Blackstone Asset Based Finance Representative in writing upon the Borrower becoming aware of any violation of the Specified Partnership Holding Criteria, including the incurrence of, or assertion by any relevant taxing authority of, any tax liabilities against such Specified Partnership or its general partnership or the incurrence by any Specified Partnership (or its general partnership) of any other liabilities or Liens.

Upon receipt by the Borrower (or the U.S. Collateral Agent on its behalf) of any proceeds in respect of each Collateral Loan owned by a Specified Partnership, the Borrower shall provide prompt written notice to the U.S. Collateral Agent (with a copy to the Collateral Administrator) of the treatment of such proceeds as Interest Proceeds or Principal Proceeds under this Agreement, together with any other reasonably requested information necessary for the acceptance of such proceeds and application thereof pursuant to this Agreement.

Each Specified Partnership shall be entitled to engage U.S. Bank National Association as its custodian for purposes of the Specified Partnership Collateral Loans owned by such Specified Partnership (including, without limitation, in connection with the establishment of any custody accounts for such Specified Partnership). For the avoidance of doubt, no fees, expenses or indemnities payable to U.S. Bank National Association by the Specified Partnerships shall constitute Administrative Expenses hereunder or otherwise be payable by any Credit Party hereunder unless in the case of any Specified Partnership Full Pledge Documents shall have been delivered with respect to such Specified Partnership (and, in such case, such amounts shall be treated as Administrative Expenses).

(c) Other Provisions. Solely for purposes of calculations and other determinations hereunder:

(1) Each Specified Partnership shall constitute a “Borrower Entity”.

(2) Each Loan Obligation held by a Specified Partnership (each, a “Specified Partnership Collateral Loan”) shall be deemed to be a “Collateral Loan” hereunder.

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(3) The Principal Balance of each Specified Partnership Collateral Loan at any time shall be equal to the Principal Balance thereof (determined without application of this clause (3)) multiplied by the applicable Specified LP Percentage Share as in effect at such time.

(4) If at any time any of the Specified Partnership Holding Criteria with respect to a Specified Partnership are not satisfied, then (x) the Advance Rate of each Specified Partnership Collateral Loan held by such Specified Partnership shall be zero and (y) a Revaluation Event shall be deemed to have occurred with respect to each such Specified Partnership Collateral Loan.

(5) Without limiting anything in the definition of “Agreed Price”, the Agreed Price for each Specified Partnership Collateral Loan at any time may be reduced by the maximum amount of any actual or reasonably anticipated tax liabilities owing, or that could become owing, by the related Specified Partnership at such time (as the Blackstone Asset Based Finance Representative may determine, but only if and to the extent supported by advice of reputable tax counsel).

(d) Termination. If at any time the Borrower certifies to the Blackstone Asset Based Finance Representative that any Specified Partnership no longer holds any Collateral Loans or other material assets included in the Borrowing Base hereunder, then the Specified Partnership Holding Criteria may no longer be satisfied with respect to such Specified Partnership, any Full Pledge Documents with respect to such Specified Partnership may be terminated, such Specified Partnership shall no longer be subject to any of the provisions hereunder and under the other Loan Documents and, for the avoidance of doubt, such entity shall no longer constitute a “Specified Partnership” or a Credit Party hereunder.

1.7 Luxembourg law terms.

Notwithstanding any other provision of this to the contrary, in this Agreement where it relates to the Investment Subsidiary or to any obligor which is organised under the laws of Luxembourg, a reference to:

(a) a receiver, administrator or other similar officer includes a juge délégué, commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur;

(b) a suspension of payments, winding-up, dissolution, administration, reorganisation, moratorium or any similar proceeding shall include (i) insolvency/bankruptcy (faillite) within the meaning of Articles 437 ff. of the Luxembourg Commercial Code or any other insolvency proceedings pursuant to the Council Regulation (EC) N° 848/2015 of 20 May 2015 on insolvency proceedings (recast) (the “EU Insolvency Regulation”) (ii) controlled management (gestion contrôlée) within the meaning of the grand ducal regulation of 24 May 1935 on controlled management, (iii) voluntary arrangement with creditors (concordat préventif de la faillite) within the meaning of the law of 14 April 1886 on arrangements to prevent insolvency, as amended, (iv) suspension of payments (sursis de paiements) within the meaning of Articles 593 ff. of the Luxembourg Commercial Code or (v) voluntary or compulsory winding-up pursuant to the Luxembourg Company Law;

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(c) a lien or security interest includes any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de rétention, and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security;

(d) a person being unable to pay its debts includes that person being in a state of cessation of payments (cessation de paiements) and having lost or meeting the criteria to lose its commercial creditworthiness (ébranlement de crédit);

(e) a “set-off” includes, for purposes of Luxembourg law, legal set-off;

(f) a guarantee includes any garantie which is independent from the debt to which it relates and excludes any suretyship (cautionnement) within the meaning of Articles 2011 and seq. of the Luxembourg Civil Code;

(g) by-laws or constitutional documents includes its up-to-date (restated) articles of association (statuts coordonnés), if available; and

(h) a “director” or a “manager” means an “administrator” or a “gérant”.

1.8 Benchmark Replacement

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, the Benchmark Replacement for Loans will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5^th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Requisite Lenders with respect to the Loans.

(b) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Blackstone Asset Based Finance Representative will have the right, subject to the consent rights of the Borrower pursuant to the definition of “Benchmark Replacement Conforming Changes”, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document (and the Lenders hereby (A) authorize and direct the Administrative Agent (acting at the direction of the Blackstone Asset Based Finance Representative) to execute and deliver any such amendment and (B) acknowledge and agree that the Administrative Agent shall be entitled to all of the exculpations, protections and indemnifications provided for in this Agreement in favor of the Administrative Agent in executing and delivering any such amendment). No such Benchmark Replacement Conforming Changes may adversely impact the Administrative Agent without its written consent.

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(c) Notices; Standards for Decisions and Determinations. The Blackstone Asset Based Finance Representative will promptly notify the Borrower, the Administrative Agent, the U.S. Collateral Agent and the Lenders of (i) a Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Blackstone Asset Based Finance Representative or, if applicable, any Lender pursuant to this Section 1.8, including any determination with respect to a tenor, rate or adjustment of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.8.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Blackstone Asset Based Finance Representative in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Blackstone Asset Based Finance Representative may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Blackstone Asset Based Finance Representative) may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of, conversion to or continuation Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period that would bear interest by reference to such Benchmark or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base Rate.

(f) Administrative Agent and U.S. Collateral Agent Not Liable. The Administrative Agent and the U.S. Collateral Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the Term SOFR (or any other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of (except as directed by the Blackstone Asset Based Finance Representative), any termination date relating to the Term SOFR or a Benchmark Transition Event

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or Benchmark Replacement Date, (ii) to select determine or designate any alternative rate, or other successor or replacement benchmark index, or determine whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment or any other modifier to any alternative rate or (iv) to determine whether or what Benchmark Replacement Conforming Changes or other alternative rate changes are necessary or advisable, if any, in connection with any of the foregoing. The Administrative Agent and the U.S. Collateral Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the Term SOFR (or any other applicable Benchmark) and absence of a designated replacement benchmark, including as a result of any inability, delay, error or inaccuracy on the part of the Blackstone Asset Based Finance Representative or any Lender in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Administrative Agent and the U.S. Collateral Agent do not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission of any alternate replacement index to Term SOFR, including without limitation, whether the composition or characteristics of any such alternate replacement index to Term SOFR will be similar to, or produce the same value or economic equivalence of, Term SOFR or have the same volume or liquidity as did Term SOFR prior to its discontinuance or unavailability. The Administrative Agent and the U.S. Collateral Agent shall, in respect of any Calculation Date, have no liability for the application of Term SOFR as determined for the prior Interest Period if so required under the definition of Term SOFR. If the Administrative Agent or the U.S. Collateral Agent at any time or times determines in its reasonable judgment that guidance is needed to perform its duties, or if it is required to decide between alternative courses of action, the Administrative Agent or the U.S. Collateral Agent, as applicable, may reasonably request guidance in the form of written instructions (or, in its sole discretion, oral instruction followed by written confirmation) from the Blackstone Asset Based Finance Representative, including without limitation in respect of facilitating or specifying administrative procedures with respect to the calculation of any Benchmark, on which the Administrative Agent and the U.S. Collateral Agent shall be entitled to rely without liability. The Administrative Agent and the U.S. Collateral Agent shall be entitled to refrain from action pending receipt of such instruction.

Article II.  THE LOANS

2.1 The Commitments.

On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III. , each Lender severally agrees to make loans to the Borrower (each, a “Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding such ▇▇▇▇▇▇’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Total Commitment as then in effect. Each such borrowing on any single day is referred to herein as a “Borrowing” and, collectively, as “Borrowings”.

Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Loans under this Section 2.1 and prepay Loans under Section 2.7.

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2.2 Making of the Loans.

(a) If the Borrower desires to make a Borrowing under this Agreement it shall give the Agents a written notice in substantially the form set forth on Exhibit B hereto (each, a “Notice of Borrowing”), which Notice of Borrowing shall promptly be sent by the Administrative Agent to each applicable Lender, for such Borrowing not later than 1:00 p.m. (New York City time) at least six Business Days prior to the day of the requested Borrowing; provided that, with respect to a Borrowing occurring on the Closing Date, the Notice of Borrowing shall be (1) received by 6:30 p.m. (New York City time) on the Business Day immediately prior to the Closing Date, (2) dated the date the request for the related Borrowing is being made, (3) signed by an Authorized Officer of the Borrower, (4) otherwise be appropriately completed (including an indication by the Borrower of the Loans proposed to be borrowed) and (5) irrevocable.

Each Notice of Borrowing shall be substantially in the form of Exhibit B hereto, dated the date the request for the related Borrowing is being made, signed by an Authorized Officer of the Borrower and otherwise be appropriately completed (including an indication by the Borrower of the Loans proposed to be borrowed). The proposed Borrowing Date specified in each Notice of Borrowing shall be a Business Day falling during the Commitment Period.

The amount of the Borrowing requested in each Notice of Borrowing (the “Requested Amount”) shall be equal to at least $1,000,000 and integral multiples of $1,000 in excess thereof (or, if less, the remaining unfunded Commitments hereunder).

Each Notice of a Borrowing shall be revocable by the Borrower only if notice of such revocation is given to the Lenders and the Administrative Agent no later than 2:00 p.m. (New York City time) on the date that is one Business Day before the date of the related Borrowing. Notices of Borrowing shall otherwise be irrevocable.

(b) Each Lender shall, not later than 1:00 p.m. (New York City time) on each Borrowing Date in respect of the Loans to be made by it hereunder, make its Percentage Share of the applicable Requested Amount available to the Borrower by disbursing such funds (in immediately available funds) in Dollars to the U.S. Collateral Agent.

(c) Unless the U.S. Collateral Agent has been notified that any applicable condition specified in Article III. or otherwise has not been satisfied, the U.S. Collateral Agent will make the funds so received from the Lenders available to the Borrower on the date of each Borrowing not later than 2:30 p.m. (New York City time) at the U.S. Collateral Agent’s address or by deposit to the Collection Account.

(d) Unless the Agents and the U.S. Collateral Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the U.S. Collateral Agent such Lender’s Percentage Share of such Borrowing, the Agents and the U.S. Collateral Agent may assume that such Lender has made such Percentage Share available to the U.S. Collateral Agent on the date of such Borrowing in accordance with Section 2.2(b) and the U.S. Collateral Agent may (but shall not be under any obligation to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such funds available to the U.S. Collateral Agent,

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such Lender and the Borrower severally agree to repay to the U.S. Collateral Agent forthwith upon demand therefor such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the U.S. Collateral Agent, at (1) in the case of the Borrower, a rate per annum equal to the interest rate applicable to such Borrowing pursuant to Section 2.5 and (2) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the U.S. Collateral Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement. The agreement of the Lenders to make Loans hereunder is several and not joint, and the failure of any Lender to make any Loan on a date of Borrowing hereunder shall not relieve any other Lender of any obligation hereunder to make a Loan on such date. Notwithstanding the foregoing and any other provision to the contrary contained herein, (A) if any Lender shall have failed to fund its Percentage Share of a previously requested Loan on the applicable date of Borrowing and the Borrower provides a new Notice of Borrowing as a result of such failure to fund, then, in each such case, if necessary to make such Borrowing, the Borrower shall be permitted a single additional Loan without regard to the minimum borrowing limit set forth herein; (B) under no circumstances shall the U.S. Collateral Agent be under any obligation to advance its owns funds hereunder; (C) to the extent any Lender, but not all of the Lenders, disburses its Percentage Share of the Requested Amount to the U.S. Collateral Agent pursuant to Section 2.2(b) above, the U.S. Collateral Agent may make such amount available to the Borrower pursuant to this Section 2.2(d) notwithstanding that it is not the full amount of the Requested Amount; and (D) the U.S. Collateral Agent shall notify the Borrower, the Blackstone Asset Based Finance Representative and the Administrative Agent if a Lender fails to disburse its Percentage Share of the Requested Amount but it shall not be under any obligation to take any action against any Lender that fails to so disburse its Percentage Share of the Requested Amount to U.S. Collateral Agent in accordance with Section 2.2(b).

2.3 Evidence of Indebtedness; Notes.

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

(b) Subject to the Register in Section 12.5(f) which shall control in all cases, the entries maintained in the accounts maintained pursuant to clause (a) of this Section 2.3 shall be prima facie evidence of the existence and amounts of the Loans therein recorded, absent manifest error; provided that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(c) Any Lender may request that its Loans to the Borrower be evidenced by a Note. In such event, the Borrower shall promptly prepare, execute and deliver to such Lender a Note payable to such Lender and its registered assigns and otherwise appropriately completed. Thereafter, to the extent reflected in the Register, the Loans of such Lender evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section

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12.5) be represented by one or more Notes payable to such Lender and its registered assigns, except to the extent that such Lender (or registered assignee) subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in clause (a) of this Section 2.3. At the time of any payment or prepayment in full of the Loans evidenced by any Note, such Note shall be surrendered to the Borrower promptly (but no more than 10 Business Days) following such payment or prepayment in full. Any such Note shall be cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

2.4 Maturity of Loans.

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

2.5 Interest Rates.

(a) Each Loan shall bear interest on the unpaid principal amount thereof, for each day such Loan is outstanding during each Interest Period applicable thereto, at a rate per annum equal to the Applicable Rate with respect thereto. The Loans shall be SOFR Loans except as otherwise provided in this Agreement, including, without limitation, in the proviso to the definition of “Applicable Rate” and Sections 11.1 and 11.2. Such interest shall be payable for each Interest Period on the Quarterly Payment Date immediately following the end of such Interest Period.

(b) In the event that, and for so long as, an Event of Default shall have occurred and be continuing, the outstanding principal amount of the Loans, and, to the extent permitted by applicable law, overdue interest in respect of all Loans, shall bear interest for each day at the annual rate (the “Post- Default Rate” for such Loan) equal to the sum of (1) the Applicable Rate for such Loan for such day plus (2) two percentage points.

(c) The Administrative Agent shall determine (i) each interest rate applicable to the Loans hereunder for any Interest Period or portion thereof pursuant to this Section 2.5 and the related definitions and (ii) the fees set forth in Section 2.6 below (other than fees for the Bank Parties), and shall provide notice thereof to the Collateral Administrator. The Administrative Agent shall, at the request of the Borrower, the U.S. Collateral Agent or any Lender, deliver to the Borrower, the U.S. Collateral Agent or such Lender, as the case may be, a statement showing the quotations and demonstrating the calculations used by the Administrative Agent in determining any interest rate pursuant to this Section 2.5.

2.6 Fees, Etc.

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

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

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(c) Agency Fee. The Borrower shall pay to the Lenders, on each Quarterly Payment Date, a fee (the “Agency Fee”) in the amount set forth in the Agency Fee Letter as the “Agency Fee”. Such Agency Fee will be in all respects fully earned, due and payable on each Quarterly Payment Date and non-refundable and non-creditable thereafter.

(c d) Minimum Utilization Payments. The Borrower shall pay to the Lenders pursuant to Section 6.4 or 9.1, as applicable, ratably in proportion to their respective Percentage Shares, a minimum utilization fee (the “Minimum Utilization Fee”) accruing for each day during each Accrual Period during the period from the six-month anniversary of the Closing Date to the last day of the Commitment Period at a per annum rate equal to the Minimum Utilization Fee Rate on an amount equal to the excess (if any) of:

(1) the product of the Minimum Utilization Percentage and the Maximum Facility Amount; minus

(2) the aggregate principal amount of the Loans outstanding on such day.

The Minimum Utilization Fee shall be payable quarterly in arrears on the Quarterly Payment Date immediately following each Accrual Period for which it accrues as provided in the Priority of Payments and shall be calculated by the Administrative Agent pursuant to Section 2.10. For the calculation of the Minimum Utilization Fee for the period beginning on the Third Amendment Effective Date and ending on the earlier of (i) the date on which the first Borrowing takes place following the Third Amendment Effective Date and (ii) the date which is 5 Business Days following the Third Amendment Effective Date, the Maximum Facility Amount shall be $750,000,000.

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

2.7 Reduction of Commitments; Prepayments.

(a) Reduction and Termination.

(1) Notwithstanding anything to the contrary contained herein, the Borrower may at any time, upon at least five Business Days’ written notice thereof (a “Voluntary Commitment Reduction Notice” and the related Commitment Reduction, a “Voluntary Commitment Reduction”) to the Administrative Agent, the Blackstone Asset Based Finance Representative, the U.S. Collateral Agent and KBRA, reduce the Total Commitments in whole or in part; provided that after giving effect to such Voluntary Commitment Reduction, the aggregate principal outstanding amount of the Loans shall not exceed the Total Commitments.

(2) The Total Commitment (and the Commitment of each Lender) shall be automatically reduced to zero at the close of business (New York City time) on the last day of the Commitment Period.

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(3) The Commitments (and the Commitment of each Lender) once terminated or reduced may not be reinstated.

(4) In the event of a Voluntary Commitment Reduction (such date, the “Commitment Reduction Date”), the Borrower shall also pay (i) all outstanding Administrative Expenses owing to the Agents and (ii) to the U.S. Collateral Agent, for the ratable account of each of the applicable Lenders, (1) during the period from the Closing Date until the six-month anniversary of the Closing Date, the Make-Whole Amount on the entire amount of the Commitments then being reduced, and (2) at all times thereafter, if, after giving effect to such Voluntary Commitment Reduction, the Total Commitments of the Lenders are less than $487,500,00060% of the Maximum Facility Amount (taking into account any Incremental Commitments made pursuant to Section 2.14) (as of the Third Amendment Effective Date, such amount is $510,000,000), the Make-Whole Amount on an amount equal to the lesser of: (x) the amount of such Commitment Reduction; and (y) the excess of $487,500,00060% of the Maximum Facility Amount (taking into account any Incremental Commitments made pursuant to Section 2.14) (as of the Third Amendment Effective Date, such amount is $510,000,000) over the amount of the Total Commitments after giving effect to such Voluntary Commitment Reduction; provided that no Make-Whole Amount shall be due if such Commitment Reduction occurs after JulyMarch 12, 20252027 .

Upon receipt of a Voluntary Commitment Reduction Notice from the Borrower pursuant to Section 2.7(a), the Administrative Agent shall promptly notify each Lender of the contents thereof and of such ▇▇▇▇▇▇’s ratable share (if any) of the related Voluntary Commitment Reduction.

(b) Voluntary Prepayments.

(1) The Loans shall be prepaid in whole or in part on each Quarterly Payment Date to the extent required in accordance with Article IX.

(2) Without limiting clause (1) above, the Loans may be prepaid in whole or in part on each Quarterly Payment Date at the Borrower’s election to the extent provided in Section 9.1(a)(i)(I). Each such prepayment of the Loans may be made with not less than three Business Days’ prior written notice thereof to the Agents and KBRA.

(3) Notwithstanding anything to the contrary contained herein, but subject to the requirement that no Default or Event of Default has occurred and is continuing or will result after giving effect thereto, the Borrower, may at any time during and after the Reinvestment Period, up to two times in any calendar month (or such additional amount as agreed to by the Blackstone Asset Based Finance Representative), upon at least three Business Days’ notice to the Blackstone Asset Based Finance Representative, Agents and KBRA, prepay without penalty or premium (other than as set forth in Section 2.7(a)(4)) all or any portion of the Loans then outstanding on any Business Day that is not a Quarterly Payment Date by paying the principal amount to be prepaid and any amounts due pursuant to Section 2.9. Prepayments of Loans pursuant to this Section 2.7(b)(3) shall not be subject to the Priority of Payments.

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Each prepayment of any Loan by the Borrower pursuant to Section 2.7(b)(2) or (3) shall in each case be in a principal amount of at least $2,500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire outstanding principal amount of the Loans. If a notice of such prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Each notice of such prepayment under Section 2.7(b) shall be effective upon receipt and shall be dated the date such notice is being given, signed by an Authorized Officer of the Borrower and otherwise appropriately completed. Upon receipt of a notice of prepayment from the Borrower pursuant to Section 2.7(b), the Administrative Agent shall promptly notify each Lender and the Blackstone Asset Based Finance Representative of the contents thereof and of such ▇▇▇▇▇▇’s ratable share (if any) of such prepayment. Notices of prepayment shall thereafter be revocable by the Borrower no later than 10:00 a.m. (New York City time) three Business Days (in the case of prepayments under Section 2.7(b)(2)) or one Business Day (in the case of prepayments under Section 2.7(b)(3)) before the date set forth by the Borrower in the applicable notice of prepayment as the prepayment date. Upon the expiration of such time period, the notice of prepayment shall be irrevocable.

(c) Mandatory Prepayments. If at any time a Borrowing Base Deficiency exists, the Borrower shall, within three Business Days following written notice thereof from the Blackstone Asset Based Finance Representative or the Administrative Agent (acting at the direction of the Blackstone Asset Based Finance Representative) (a “Mandatory Prepayment Notice”), either (1) prepay the Loans in an aggregate amount necessary to eliminate such Borrowing Base Deficiency, and/or (2) deliver a Cure Notice in accordance with the immediately succeeding paragraph (and, in the case of this clause (2), the Borrower shall prepay the Loans in an aggregate amount necessary to eliminate such Borrowing Base Deficiency on or prior to the related Extended Mandatory Prepayment Date). Each mandatory prepayment of Loans under this Section 2.7(c) is referred to as a “Mandatory Prepayment”. Mandatory Prepayments of Loans pursuant to this Section 2.7(c) shall not be subject to the Priority of Payments. Upon delivery of a Mandatory Prepayment Notice to the Borrower pursuant to this Section 2.7(c), the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share (if any) of such prepayment.

If the Borrower requires additional capital in order to fund a Mandatory Prepayment or any additional amounts payable in connection therewith, the Borrower shall, within three Business Days of such Mandatory Prepayment Notice, (i) notify the Administrative Agent of the amount of such additional capital required in order to fund a Mandatory Prepayment or any additional amounts payable in connection therewith, and (ii) deliver to the Administrative Agent a written report (a “Cure Notice”) that includes a feasible plan to timely cure such Borrowing Base Deficiency acceptable to the Blackstone Asset Based Finance Representative in its sole discretion, including evidence satisfactory to the Blackstone Asset Based Finance Representative that the Equity Holder expects to receive capital from investors in an amount sufficient to make such Mandatory Prepayment in full no later than the Extended Mandatory Prepayment Date (and such proceeds will be contributed by the Equity Holder to the Borrower), and which plan shall give effect to all Unsettled Purchase Assets and Unsettled Sale Assets included in the Borrowing Base. Upon receipt of a Cure Notice, any Mandatory Prepayment shall not be considered due until the date (the related “Extended Mandatory Prepayment Date”) that is the earlier of (x) the

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fifth Business Day after the first day of the calendar month immediately following the date of such Mandatory Prepayment Notice and (y) the Business Day following the date upon which the Borrower has received capital in an amount sufficient to make such Mandatory Prepayment in full. The Borrower agrees to provide prompt notice to the Blackstone Asset Based Finance Representative if any component of the plan set forth in the Cure Notice fails to be completed, including any investor from which Borrower expects to receive capital rejecting or otherwise not agreeing to timely fund such capital.

(d) Application of Prepayments Generally. All prepayments of the Loans shall be applied to the outstanding principal amount of the Loans of each applicable Lender on a pro rata basis.

2.8 General Provisions as to Payments.

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

(b) Except as otherwise provided in Section 2.7(c), all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, interest on, or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the U.S. Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the U.S. Collateral Agent for the account of the Person entitled thereto. All amounts payable under this Agreement to the Lenders shall be paid to the Administrative Agent on their behalf. Except as provided in Section 11.4, all payments hereunder or under the other Loan Documents shall be made, without setoff or counterclaim, in funds immediately available in New York City, to the U.S. Collateral Agent at its address referred to in Section 12.1. All payments hereunder or under the other Loan Documents to the U.S. Collateral Agent shall be made not later than 2:00 p.m. (New York City time) on the date when due.

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

2.9 Funding Losses.

If the Borrower makes any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date or if the Borrower fails to borrow any Loans after

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notice has been given to any Lender in accordance with Section 2.2 and not revoked as permitted in this Agreement, then upon demand therefor from a Lender any resulting loss or expense reasonably incurred by it (including, without limitation, (a) in the case of any payment of principal with respect to any Loan on any day other than on a Quarterly Payment Date, the amount, if any, by which (1) the reasonable losses, costs and expenses (including those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan being repaid, but excluding in any event the loss of anticipated profits) sustained by such Lender exceed (2) the income, if any, received by such Lender from such ▇▇▇▇▇▇’s investment of the proceeds of such prepayment or (b) in the case of any failure to borrow, the amount, if any, by which (1) any losses (excluding loss of anticipated profits), costs or expenses incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender as part of the Borrowing requested in such Notice of Borrowing when such Loan, as a result of such failure, is not made on such date exceed (2) the income, if any, received by such Lender from such ▇▇▇▇▇▇’s investment of funds acquired by such Lender to fund the Loan to be made as part of such Borrowing, but in the case of any such payment during the Commitment Period or failure to borrow, taking into account the amount of any fee and, if applicable, Minimum Utilization Fee received or to be received by such Lender on the amount so prepaid or not borrowed), shall constitute Increased Costs payable by the Borrower on the next Quarterly Payment Date pursuant to the Priority of Payments.

2.10 Computation of Interest and Fees.

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

2.11 No Cancellation of Indebtedness.

Notwithstanding anything to the contrary herein, no Loan may be cancelled, surrendered, abandoned or forgiven except for payment as provided herein or as otherwise expressly provided herein.

2.12 Loans Held by Borrower Affiliated Lenders.

Notwithstanding anything to the contrary herein, any Loans or Commitments held by (a) any Borrower Affiliated Lender and (b) with respect to Sections 6.2 and 6.3(b), any Borrower Affiliated Lender and any Lender that is an investor in the Equity Holder, in each case, shall be disregarded and

deemed not to be outstanding in determining whether Lenders constituting the requisite outstanding amount of Loans and Commitments have given any request, demand, authorization, direction, notice, consent or waiver hereunder (including, for the avoidance of doubt in connection with any amendment pursuant to Section 12.4).

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2.13 Extensions.

At any time during the Reinvestment Period, so long as (x) no Event of Default has occurred and is continuing and (y) the Rating Condition shall be satisfied prior to such extension, upon not less than 10 Business Days’ written notice (or such shorter notice period to which the Blackstone Asset Based Finance Representative may agree in its reasonable discretion) to the Administrative Agent and the Blackstone Asset Based Finance Representative (an “Extension Request”), the Borrower may request that the Lenders extend:

(1) the Scheduled Reinvestment Period End Date by up to one year (to no later than the 48th month following the Closing Date); and

(2) accordingly, to extend the Commitment Period, to postpone the first day of the Amortization Period and to postpone the Anticipated Repayment Date by the same period.

Upon receipt of any such Extension Request, the Administrative Agent will promptly notify the Lenders thereof. If and only if each Lender agrees to the extension requested by the Borrower in such Extension Request (which each Lender may grant or withhold in its sole and absolute discretion), the Scheduled Reinvestment Period End Date shall be so extended and, accordingly, the Commitment Period shall be so extended, the first day of the Amortization Period shall be so postponed and the Anticipated Repayment Date shall be so postponed. The Administrative Agent shall provide KBRA with notice of any extension of the Scheduled Reinvestment Period End Date.

2.14 [Reserved]Increase of Commitments; Additional Lenders.(a) At any time during the Reinvestment Period, the Borrower (or the Equity Holder on its behalf) may, upon not less than 10 Business Days’ written notice (or such shorter notice period to which the Blackstone Asset Based Finance Representative may agree in its reasonable discretion) to the Administrative Agent (which notice the Administrative Agent shall promptly deliver to each Lender) and the Blackstone Asset Based Finance Representative (an “Increase Request”), request to increase the Maximum Facility Amount and the Total Commitment through an increase in the Commitments (each, an “Incremental Commitment”) from one or more Lenders (which may include any existing Lender) willing to provide such Incremental Commitments, as the case may be, in their own discretion (which, for the avoidance of doubt, shall include customary credit and other internal approvals of any such Lender); provided that any Incremental Commitments are subject to the consent of the Blackstone Asset Based Finance Representative in its sole discretion; provided further that (i) each Lender providing an Incremental Commitment that is not an existing Lender shall be subject, to the extent the same would be required for an assignment under Section 12.5, to the approval of the Borrower and the Blackstone Asset Based Finance Representative, (ii) the Blackstone Asset Based Finance Entities that are Lenders at such time shall be afforded a customary right of first offer (to accept directly or through any Affiliate) with respect to any Incremental Commitments according to such Lenders’ Percentage Share of such Incremental Commitments, and (iii) the Incremental Commitments shall not exceed $400,000,000 in the aggregate at any time outstanding. For the

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avoidance of doubt, no Lender shall be obligated to provide any portion of any Incremental Commitment. Each Increase Request shall set forth:

(1) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, or equal to the remaining incremental amount), and

(2) the date on which such Incremental Commitments are requested to become effective.

(b) The Borrower and each participating Lender shall execute and deliver to the Administrative Agent and the Blackstone Asset Based Finance Representative an amendment to this Agreement (an “Incremental Amendment”) and such other documentation as the Blackstone Asset Based Finance Representative and the Administrative Agent shall reasonably require to evidence the Incremental Commitment of such Lender. Each Incremental Commitment shall have the same terms as the then-existing Commitments (excluding upfront fees and customary arranger fees or similar fees) and shall be issued pursuant to the Loan Documents. Each party hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments evidenced thereby. Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.14 unless on the date of such effectiveness,

(1) the Equity Amount is not less than the Minimum Equity Amount;

(2) the Borrowing Base Test is satisfied both immediately before and immediately after giving effect to such Incremental Commitments;

(3) no Cash Diversion Event shall have occurred and then be continuing;

(4) no Default shall have occurred and be continuing both immediately before and after giving effect to such Incremental Commitments;

(5) the representations and warranties of the Credit Parties contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Incremental Commitments (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both immediately before and after giving effect thereto.

(6) the Blackstone Asset Based Finance Representative shall have received customary board resolutions and other customary closing certificates and documentation as reasonably required by the relevant Incremental Amendment and such additional customary documents and filings; and

(7) the Rating Condition shall be satisfied immediately prior to the effectiveness of such increase.

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2.15 Erroneous Payments

(a) If the Administrative Agent or U.S. Collateral Agent notifies a Lender, or any Person who has received funds on behalf of a Lender, such Lender (any such Lender or other recipient, a “Payment Recipient”) that the Administrative Agent or the U.S. Collateral Agent, as applicable has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or the U.S. Collateral Agent or any of their respective Affiliates, as applicable, were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent or the U.S. Collateral Agent, as applicable, and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, or the U.S. Collateral Agent, as applicable, and such Payment Recipient shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than seven Business Days thereafter, return to the Administrative Agent or the U.S. Collateral Agent, as applicable, the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent or the U.S. Collateral Agent, as applicable, in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent or the U.S. Collateral Agent, as applicable, in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent or the U.S. Collateral Agent, as applicable, to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender, or any Person who has received funds on behalf of a Lender, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent or the U.S. Collateral Agent (or any of their respective Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent or the U.S. Collateral Agent (or any of their respective Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent or the U.S. Collateral Agent (or any of their respective Affiliates), or (z) that such Lender, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent or the U.S. Collateral Agent, as applicable, to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

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(ii) such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent or the U.S. Collateral Agent, as applicable, of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent or the U.S. Collateral Agent, as applicable, pursuant to this Section 2.15(b).

(c) Each Lender hereby authorizes the Administrative Agent or the U.S. Collateral Agent, as applicable, to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative Agent or the U.S. Collateral Agent, as applicable, to such Lender from any source, against any amount due to the Administrative Agent or the U.S. Collateral Agent, as applicable, under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent or the U.S. Collateral Agent, as applicable, for any reason, after demand therefor by the Administrative Agent or the U.S. Collateral Agent, as applicable, in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s or the U.S. Collateral Agent’s, as applicable, notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent or the U.S. Collateral Agent, as applicable, may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent or the U.S. Collateral Agent, as applicable, in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption as to which the Administrative Agent or the U.S. Collateral Agent, as applicable, and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent or the U.S. Collateral Agent, as applicable,, (ii) the Administrative Agent or the U.S. Collateral Agent, as applicable, as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent or the U.S. Collateral Agent, as applicable, as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent or the U.S. Collateral Agent, as applicable, may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent or the U.S. Collateral Agent, as applicable, may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous

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Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent or the U.S. Collateral Agent, as applicable, shall retain all other rights, remedies and claims against such ▇▇▇▇▇▇ (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent or the U.S. Collateral Agent, as applicable, has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent or the U.S. Collateral Agent, as applicable, may be equitably subrogated, the Administrative Agent or the U.S. Collateral Agent, as applicable, shall be contractually subrogated to all the rights and interests of the applicable Lender under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received from the Borrower or any other related party in repayment of the Obligations.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent or the U.S. Collateral Agent, as applicable, for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 2.15 shall survive the resignation or replacement of the Administrative Agent or the U.S. Collateral Agent, as applicable,, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Article III.  CONDITIONS TO BORROWINGS

3.1 Effectiveness of Commitments.

The effectiveness of the Commitments shall occur when each of the following conditions is satisfied (or waived by the Administrative Agent, acting at the direction of the Blackstone Asset Based Finance Representative, on behalf of each Lender with notice to KBRA), each document to be dated the Closing Date (unless otherwise indicated) is delivered to the relevant Persons indicated below, and each document and other condition or evidence described below is in form and substance reasonably satisfactory to the each Lender:

(a) The Agents and ▇▇▇▇▇▇▇ shall have received counterparts of (1) this Agreement duly executed and delivered by all of the parties hereto and (2) each of the other Loan Documents executed and delivered by all of the parties thereto.

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(b) The Administrative Agent and Lenders shall have received (1) proper financing statements (which shall be duly filed on or within five Business Days after the Closing Date), and the Credit Parties hereby consent to such filing by the Blackstone Asset Based Finance Representative (or its counsel), under the UCC for all jurisdictions that the Lenders deem necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (2) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Credit Parties or any other transferor of the Collateral. A copy of each financing statement described in preceding clause (1) of this paragraph shall simultaneously be provided to the U.S. Collateral Agent and the Administrative Agent.

(c) The Agents and the Lenders shall have received legal opinions (addressed to each of the Secured Parties and KBRA) from (1) Dechert LLP, special New York counsel to the Credit Parties and the Collateral Manager (including as to true sale and non-consolidation) and (2) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the U.S. Collateral Agent and Collateral Administrator, each covering such matters as the Lenders and their respective counsel shall reasonably request.

(d) The Lenders and their respective counsel shall have received evidence reasonably satisfactory to them that (1) all of the Covered Accounts have been established, (2) the Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect and (3) all amounts required to be deposited in any of the Covered Accounts as of the Closing Date pursuant to Section 8.3 shall have been so deposited.

(e) The Borrower shall have delivered, or caused to be delivered, to the Administrative Agent and Blackstone Asset Based Finance Representative, (i) a Private Rating Letter issued by an Acceptable Rating Agency setting forth the initial Debt Rating for the Loans, which shall be at least “A (sf)”, and (ii) the related Private Rating Rationale Report with respect to such Debt Rating;

(f) The Borrower shall have paid (1) all reasonable and documented fees and expenses of the Agents, the Blackstone Asset Based Finance Representative, the Rating Agency, respective legal counsel and each other Person payable hereunder in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and (2) those fees and expenses that are payable on or before the Closing Date under the Fee Letter and Agent Fee Letter.

(g) The Lenders shall have received evidence satisfactory to them that (1) the grant of security pursuant to the Granting Clause herein of all of the Borrower’s right, title and interest in and to the Collateral pledged to the U.S. Collateral Agent on the Closing Date, and of all of the Equity Holder’s right, title and interest in and to the Equity Holder Collateral pledged to the U.S. Collateral Agent on the Closing Date, shall be effective in all relevant jurisdictions and (2) the Collateral Agents (for the benefit of the Secured Parties) shall have a security interest in the Collateral, subject to completion of the filings referenced in clause (b) above.

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(h) The Agents and the Lenders shall have received a certificate of an Authorized Officer of the Credit Parties (other than any Specified Partnership) and the Collateral Manager:

(1) to the effect that, as of the Closing Date (A) all conditions set forth in this Section 3.1 have been fulfilled (or waived pursuant to the terms hereof); (B) all representations and warranties of the Credit Parties and the Collateral Manager, as applicable, set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (C) no Default has occurred and is continuing; and

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

(i) The Agents and the Lenders shall have received a certificate of the Borrower certifying that the Borrower does not have outstanding Indebtedness (other than Permitted Indebtedness) as of the Closing Date, and is not at such time party to any interest rate hedging agreements or currency hedging agreements.

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

(k) The Agents and the Lenders shall have received a certificate of an Authorized Officer of the Borrower (which certificate shall include a schedule, corresponding to Schedule A to this Agreement, listing the Collateral Loans owned by the Borrower on the Closing Date), to the effect that:

(1) in the case of each item of Collateral pledged to the U.S. Collateral Agent, on the Closing Date and immediately prior to the delivery thereof:

(A) subject to Permitted Liens, the Borrower has good and marketable title to such Borrower Collateral Loans free and clear of any liens, claims or encumbrances of any nature whatsoever except (1) for those that are being released on the Closing Date, (2) for those encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Loan prior to the Closing Date and owed by the Borrower to the seller of such Collateral Loan or (3) those Granted pursuant to the Loan Documents;

(B) the Borrower has acquired its ownership in such Collateral Loan, in good faith without notice of any adverse claim, except as described in paragraph (A) above;

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(C) Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral Loan (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens and interests Granted pursuant to the Loan Documents;

(D) the Borrower has full right to Grant a security interest in and assign and pledge such Collateral Loan to the U.S. Collateral Agent;

(E) the information set forth with respect to such Collateral Loan in Schedule A is correct in all material respects;

(F) subject to Permitted Liens, upon Grant by the Borrower and the taking of the relevant actions contemplated hereby, the U.S. Collateral Agent has a perfected security interest in the Collateral that is of first priority, free of any adverse claim or the legal equivalent thereof; and

(G) each Collateral Loan that the Collateral Manager on behalf of the Borrower acquired or committed to acquire on or prior to the Closing Date satisfies, or will upon its acquisition satisfy, the requirements of the definition of “Collateral Loan” and “Eligible Collateral Loan Criteria”; and

(2) the Borrowing Base is at least $335,000,000, and a Borrowing in the principal amount of $100,000,000 has been requested under the Credit Agreement.

(l) The Blackstone Asset Based Finance Representative and the Lenders shall have received evidence reasonably satisfactory to them that each item of Collateral to be pledged to the U.S. Collateral Agent on the Closing Date (including any original promissory notes, Escrowed LP Interest Transfer Documents and word or pdf copies of the principal credit agreement for each Collateral Loan to be acquired or originated on the Closing Date, to the extent in the possession of the Borrower Entities) shall either have been delivered to the applicable Custodian or the Document Custodian, or made available in the Transaction Data Room, in each case in accordance with the terms of this Agreement.

(m) The Agents and the Lenders shall have received a certificate from an Authorized Officer of the Borrower to the effect that, as of the date thereof, to its knowledge after due inquiry:

(1) as of the Closing Date, there are no accrued and unpaid amounts of any kind owing by the Borrower to any Person (other than (x) amounts and obligations relating to the transactions permitted under this Agreement and the other Loan Documents and (y) any other de minimis amounts);

(2) as of the Closing Date, there are no contingent or unmatured obligations of any kind owing by the Borrower to any Person (other than (x) amounts and obligations relating to the transactions permitted under this Agreement and the other Loan Documents, (y) any other de minimis amounts, and (z) Contingent Obligations arising in the ordinary course under the Underlying Instruments);

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(3) as of the Closing Date, no Person has any fixed or contingent rights to or other claims on the assets of the Borrower (other than any such rights or claims pursuant to this Agreement and the other Loan Documents and Contingent Obligations arising in the ordinary course under the Underlying Instruments);

(4) (A) there is no pending or threatened action, suit or proceeding affecting the Borrower or any of its properties before any court or other governmental authority or any arbitrator that could reasonably be expected to have a Material Adverse Effect; (B) the Borrower is not subject to any liability in respect of any action, suit or proceeding that has been adjudicated and decided prior to the Closing Date; and (C) the Borrower is not, as of the Closing Date, party to any litigation;

(5) the Borrower has not at any time been in violation of (A) any material term of its Constituent Documents, (B) any domestic or foreign law, including, without limitation, any statute, legislation or treaty, any guideline, directive, rule, standard, requirement, policy, order, judgment, injunction, award or decree of any governmental authority, in each case, applicable to it or any of its property or assets to the extent any such violation could reasonably be expected to have a Material Adverse Effect, or (C) any material term of any contractual obligation binding on or otherwise affecting it or any of its properties unless such violation has been cured or waived or is no longer in effect; and

(6) as of the Closing Date, none of the assets of the Borrower consist of Defaulted Loans.

(n) With respect to each Specified Partnership Collateral Loan in the Collateral Portfolio on the Closing Date, the Blackstone Asset Based Finance Representative shall have received evidence satisfactory to it in its sole and absolute discretion that the Specified Partnership Holding Criteria with respect thereto shall be satisfied.

(o) Each Collateral Loan, taking into consideration each of the other Collateral Loans in the Collateral Portfolio but without regard to any other economic benefit which may be derived by any Person that is not a Borrower Entity as a result of such Borrower Entity’s acquisition of such obligation, satisfies the Collateral Manager’s standards, policies and procedures for investments (including the standards set forth in the Collateral Management Agreement).

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

(q) The Agents and the Lenders shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested and provided that sufficient notice of such request has been given to the Borrower (and without herein imposing or implying any duty on the part of any Agent to make any such request).

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3.2 Borrowings.

The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction (or waiver by the Agents and the Lenders pursuant to Section 12.4) of each of the following conditions:

(a) In the case of the initial Borrowing hereunder, the conditions precedent set forth in Section 3.1 shall have been fully satisfied on or prior to the Closing Date (or waived pursuant to the terms hereof).

(b) The Administrative Agent and the Blackstone Asset Based Finance Representative shall have received a Notice of Borrowing as required by Section 2.2, which shall include the Borrower’s certification that the conditions set forth in clause (c) through clause (g) below are met in connection with such Borrowing.

(c) Immediately after such Borrowing:

(1) the aggregate principal amount of the Loans shall not exceed the Total Commitment as in effect on such Borrowing Date;

(2) the Equity Amount is not less than the Minimum Equity Amount;

(3) the Borrowing Base Test is satisfied on such Borrowing Date; and

(4) no Cash Diversion Event shall have occurred and then be continuing.

(d) No Default shall have occurred and be continuing both immediately before and after giving effect to the making of such Loans.

(e) The representations and warranties of the Credit Parties contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both immediately before and after giving effect to the making of such Loans.

(f) No law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no material litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower after due internal inquiry, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain, the making or repayment of the Loans or the consummation of the transactions among the Borrower, the Collateral Manager, the Lenders and the Agents contemplated by this Agreement.

(g) Each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Collateral Manager (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the rights, remedies and interests of any of the Lenders under the Loan Documents).

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3.3 Addition of Investment Subsidiaries.

The Borrower may add Investment Subsidiaries to this Agreement from time to time, subject to when each of the following conditions is satisfied (or waived by the Administrative Agent, acting at the direction of the Blackstone Asset Based Finance Representative, on behalf of each Lender with notice to KBRA), such date, (the “Investment Subsidiary Joinder Date”), each document to be dated on the applicable Investment Subsidiary Joinder Date (unless otherwise indicated) is delivered to the relevant Persons indicated below, and each document and other condition or evidence described below is in form and substance reasonably satisfactory to the each Lender:

(a) The Agents and Lenders shall have received counterparts of each of the Loan Documents relating the addition of an Investment Subsidiary executed and delivered by all of the parties thereto (provided that Investment Subsidiary Account Pledge Agreement shall be required on the Investment Subsidiary Joinder Date only if the aggregate account balances in any of the Investment Subsidiary Local Accounts as of such date exceed €60,000).

(b) The Administrative Agent and Lenders shall have received (1) proper financing statements (which shall be duly filed on or within five Business Days after the Investment Subsidiary Joinder Date), and the Credit Parties hereby consent to such filing by the Blackstone Asset Based Finance Representative (or its counsel), under the UCC for all jurisdictions that the Lenders deem necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other Loan Documents and (2) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Credit Parties or any other transferor of the Collateral. A copy of each financing statement described in preceding clause (1) of this paragraph shall simultaneously be provided to the U.S. Collateral Agent and the Administrative Agent.

(c) The Agents and the Lenders shall have received legal opinions (addressed to each of the Secured Parties and KBRA) from (1) Dechert LLP, special New York counsel to the Credit Parties and the Collateral Manager, (2) Dechert (Luxembourg) LLP, Luxembourg special counsel to the Credit Parties and the Collateral Manager and (3) Ogier LLP, Luxembourg counsel to the Blackstone Asset Based Finance Representative; covering such matters as the Lenders and their respective counsel shall reasonably request.

(d) The Lenders and their respective counsel shall have received evidence reasonably satisfactory to them that (1) all of the LuxCo Accounts shall have been established and (2) the LuxCo Securities Account Control Agreement shall have been executed and delivered by the respective parties thereto and shall be in full force and effect.

(e) The Borrower shall have paid (1) all reasonable and documented fees and expenses of the Agents, the Blackstone Asset Based Finance Representative, the Rating Agency, respective legal counsel and each other Person payable hereunder in connection with the addition of any Investment Subsidiary and the preparation, execution and delivery of this Agreement and the other Loan Documents and (2) those fees and expenses that are payable on or before the Investment Subsidiary Joinder Date under the Fee Letter, the Agency Fee Letter and Agent Fee Letters.

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(f) The Lenders shall have received evidence satisfactory to them that (1) the grant of security pursuant to the LuxCo Security Documents to the LuxCo Collateral Agent on the Investment Subsidiary Joinder Date shall be effective in all relevant jurisdictions, and all actions required thereunder in connection with such grant shall have been satisfied, and (2) the Collateral Agents (for the benefit of the Secured Parties) shall have a security interest in the Collateral, subject to completion of the filings referenced in clause (b) above.

(g) The Agents and the Lenders shall have received a certificate of an Authorized Officer of the Investment Subsidiary:

(1) to the effect that, as of the Investment Subsidiary Joinder Date (A) all conditions set forth in this Section 3.1 have been fulfilled (or waived pursuant to the terms hereof); (B) all representations and warranties of the Credit Parties and the Collateral Manager, as applicable, set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (C) no Default has occurred and is continuing;

(2) (A) appending copies of the Constituent Documents, (B) appending (x) a certificate of non-inscription of a judicial decision (certificat de non inscription de décision judiciaire) issued by the RCS and (y) an excerpt from the RCS, both dated no earlier than the date of this Agreement, or, if not available at that date, a notarial certificate (certificat de coutume) of good standing delivered by a notary dated no earlier than two Business Days old, (C) appending a copy of the resolutions of the board of managers approving the transaction contemplated by the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party and authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf, (D) confirming compliance of such obligor with the provisions of the Luxembourg law dated 31 May 1999 on the domiciliation of companies, as amended, (E) confirming that the relevant obligor has not been declared bankrupt (en faillite), and no application has been made by the relevant obligor, the relevant manager or the board of managers in relation to, any declared bankruptcy (faillite), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), suspension of payments (sursis de paiement), controlled management (gestion contrôlée), general settlement with creditors, reorganisation or similar legal provisions affecting the rights of creditors generally in Luxembourg or abroad, or any analogous procedure in any jurisdiction, nor subject to any proceedings under the EU Insolvency Regulation, (F) confirming that, to the best of the knowledge of the relevant manager and the board of managers, no other person entitled has made any corporate action, legal proceedings or other procedure or step in connection with, nor has the relevant obligor or the board of managers been notified of, any bankruptcy (faillite), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), suspension of payments (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganisation or similar legal provisions affecting the rights of creditors generally in Luxembourg or abroad, or any analogous procedure in any jurisdiction, nor subject to any proceedings under the EU Insolvency Regulation, (G) confirming that the relevant obligor

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is not, on the date of the certificate and will not, as a result of the execution of the Loan Documents to which the relevant obligor is a party, be in a state of cessation of payments (cessation de paiements) and lose its creditworthiness (ébranlement de crédit), (H) confirming that borrowing or guaranteeing or securing, as appropriate, the total commitments would not cause any borrowing, guarantee, security or similar limit binding on the relevant obligor to be exceeded, (I) certifying that each copy document relating to it provided under the officer certificate is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement; (J) such other documents as the Blackstone Asset Based Finance Representative may reasonably request; and (K) attaching copies of the shareholder register pertaining to the Investment Subsidiary, evidencing the registration of the pledges created pursuant to the Investment Subsidiary Luxembourg Share and Receivables Pledge Agreement.

(h) The Agents and the Lenders shall have received a certificate of the Borrower certifying that the Investment Subsidiary does not have outstanding Indebtedness (other than Permitted Indebtedness) as of the Investment Subsidiary Date, and is not at such time party to any interest rate hedging agreements or currency hedging agreements.

(i) The Agents and the Lenders shall have received from any Investment Subsidiary either (1) a certificate thereof or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction over the Investment Subsidiary, together with an opinion of counsel of such Investment Subsidiary, as applicable, that no other authorization, approval or consent of any governmental body is required for the making of the Loans contemplated hereby, or (2) an opinion of counsel of such Investment Subsidiary that no such authorization, approval or consent of any governmental body is required for the making of the Loans contemplated hereby except as have been given.

(j) The Agents and the Lenders shall have received a certificate of an Authorized Officer of the Borrower (which certificate shall include a schedule, corresponding to Schedule A to this Agreement, listing the Collateral Loans owned by the Investment Subsidiary on the Investment Subsidiary Joinder), to the effect that:

(1) in the case of each item of Collateral pledged to the U.S. Collateral Agent, on the Investment Subsidiary Joinder Date and immediately prior to the delivery thereof:

(A) subject to Permitted Liens, the Investment Subsidiary has good and marketable title to such Investment Subsidiary Collateral Loans free and clear of any liens, claims or encumbrances of any nature whatsoever except (1) for those that are being released on the Investment Subsidiary Joinder Date, (2) for those encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Loan prior to the Investment Subsidiary Joinder Date and owed by the the Investment Subsidiary to the seller of such Collateral Loan or (3) those Granted pursuant to the Loan Documents;

(B) the Investment Subsidiary has acquired its ownership in each Investment Subsidiary Collateral Loan, in good faith without notice of any adverse claim, except as described in paragraph (A) above;

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(C) the Investment Subsidiary has not assigned, pledged or otherwise encumbered any interest in such Collateral Loan (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens and interests Granted pursuant to the Loan Documents;

(D) the Investment Subsidiary has full right to grant a security interest in and assign and pledge each Investment Subsidiary Collateral Loan to the LuxCo Collateral Agent;

(E) the information set forth with respect to such Collateral Loan in Schedule A is correct in all material respects;

(F) subject to Permitted Liens, upon Grant by the Investment Subsidiary and the taking of the relevant actions contemplated by the LuxCo Guarantee and Security Agreement, the U.S. Collateral Agent has (or will have, upon the filing of the financing statement(s) contemplated in the LuxCo Guarantee and Security Agreement) a first priority perfected security interest in the Investment Subsidiary Collateral, except as permitted by the LuxCo Guarantee and Security Agreement that is of first priority, free of any adverse claim or the legal equivalent thereof; and

(G) each Collateral Loan that the Collateral Manager on behalf of the Investment Subsidiary acquired or committed to acquire on or prior to the Investment Subsidiary Joinder Date satisfies, or will upon its acquisition satisfy, the requirements of the definition of “Collateral Loan” and “Eligible Collateral Loan Criteria”; and

(k) The Blackstone Asset Based Finance Representative and the Lenders shall have received evidence reasonably satisfactory to them that each item of Collateral to be pledged to the LuxCo Collateral Agent on the Investment Subsidiary Joinder Date (including any original promissory notes, Escrowed LP Interest Transfer Documents and word or pdf copies of the principal credit agreement for each Collateral Loan to be acquired or originated on the Investment Subsidiary Joinder Date, to the extent in the possession of the Borrower Entities) shall either have been delivered to the applicable Custodian or the Document Custodian, or made available in the Transaction Data Room, in each case in accordance with the terms of this Agreement.

(l) [Reserved].

(m) The Agents and the Lenders shall have received a certificate from an Authorized Officer of the Investment Subsidiary to the effect that, as of the date thereof, to its knowledge after due inquiry:

(1) as of the Investment Subsidiary Joinder Date, there are no accrued and unpaid amounts of any kind owing by the Investment Subsidiary to any Person (other than (x) amounts and obligations relating to the transactions permitted under this Agreement and the other Loan Documents and (y) any other de minimis amounts);

(2) as of the Investment Subsidiary Joinder, there are no contingent or unmatured obligations of any kind owing by the Investment Subsidiary to any Person (other

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than (x) amounts and obligations relating to the transactions permitted under this Agreement and the other Loan Documents, (y) any other de minimis amounts, and (z) Contingent Obligations arising in the ordinary course under the Underlying Instruments);

(3) as of the Investment Subsidiary Joinder Date, no Person has any fixed or contingent rights to or other claims on the assets of the Investment Subsidiary (other than any such rights or claims pursuant to this Agreement and the other Loan Documents and Contingent Obligations arising in the ordinary course under the Underlying Instruments);

(4) (A) there is no pending or threatened action, suit or proceeding affecting the Investment Subsidiary or any of its properties before any court or other governmental authority or any arbitrator that could reasonably be expected to have a Material Adverse Effect; (B) the Investment Subsidiary is not subject to any liability in respect of any action, suit or proceeding that has been adjudicated and decided prior to the Investment Subsidiary Joinder Date; and (C) the Investment Subsidiary is not, as of the Investment Subsidiary Joinder Date, party to any litigation;

(5) the Investment Subsidiary has not at any time been in violation of (A) any material term of its Constituent Documents, (B) any domestic or foreign law, including, without limitation, any statute, legislation or treaty, any guideline, directive, rule, standard, requirement, policy, order, judgment, injunction, award or decree of any governmental authority, in each case, applicable to it or any of its property or assets to the extent any such violation could reasonably be expected to have a Material Adverse Effect, or (C) any material term of any contractual obligation binding on or otherwise affecting it or any of its properties unless such violation has been cured or waived or is no longer in effect;

(6) as of the Investment Subsidiary Joinder Date, none of the assets of the Investment Subsidiary consist of Defaulted Loans; and

(7) as of the Investment Subsidiary Joinder Date, Schedule A to this Agreement accurately lists the Collateral Loans and the information regarding each Collateral Loan listed thereon is true and accurate.

(n) Each Collateral Loan, taking into consideration each of the other Collateral Loans in the Collateral Portfolio but without regard to any other economic benefit which may be derived by any Person that is not a Borrower Entity as a result of such Borrower Entity’s acquisition of such obligation, satisfies the Collateral Manager’s standards, policies and procedures for investments (including the standards set forth in the Collateral Management Agreement).

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

(p) All Loan Documents to be entered into by such Investment Subsidiary shall have been posted to the Transaction Data Room and the Rating Condition shall be satisfied with respect to such Loan Documents.

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(q) The Agents and the Lenders shall have received satisfactory UCC lien, tax and judgment and bankruptcy search results in respect of such Investment Subsidiary.

(r) The Agents and the Lenders shall have received such other opinions, instruments, certificates and documents from the Borrower relating to the addition of any Investment Subsidiary as the Agents or any Lender shall have reasonably requested and provided that sufficient notice of such request has been given to the Borrower (and without herein imposing or implying any duty on the part of any Agent to make any such request).

3.4 Conditions Precedent Each Lender shall be deemed to have agreed to and accepted each document, and to have approved or accepted each other matter delivered or occurring pursuant to Sections 3.1 3.2, and 3.3, as applicable, unless such Lender (before making the amount of its Commitment available to the Administrative Agent) notifies the Administrative Agent in writing that it does not so agree with or accept such document or other matters set forth in Section 3.1,3.2 or 3.3, as the case may be.

Article IV.  REPRESENTATIONS AND WARRANTIES OF THE BORROWER, ETC.

In order to induce each of the Lenders to make the Loans, each Credit Party makes the following representations and warranties as of the Closing Date. Such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the other Loan Documents and the making of the Loans and shall be deemed to be reaffirmed as being true and correct in all material respects as of (x) the date of each Borrowing and (y) on each other date expressly set forth herein or in any Loan Document (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be deemed to be reaffirmed as being true and correct in all material respects as of such earlier date).

4.1 Existence and Power.

The Borrower is a limited partnership, and the Equity Holder is a statutory trust, in each case formed and validly existing and in good standing under the laws of Delaware; and any Investment Subsidiary is a private limited liability company (société à responsabilité limitée) validly existing and organized under the laws of Luxembourg. Such Credit Party has all powers and all material governmental licenses, authorizations, consents and approvals required to own its property and assets and carry on its business as now conducted or as it presently proposes to conduct it, and has been duly qualified and is in good standing (as applicable) in every jurisdiction in which the failure to be so qualified and/or in good standing is likely to have a Material Adverse Effect.

The Borrower represents that the Investment Subsidiary (i) has its central administration (administration centrale) and, for the purposes of the EU Insolvency Regulation, the centre of its main interests (centre des intérêts principaux) in Luxembourg and (ii) does not have an establishment (as defined in the EU Insolvency Regulation) outside Luxembourg.

4.2 Power and Authority.

Such Credit Party has the power and authority to execute, deliver and carry out the terms and provisions of each of the Loan Documents to which it is a party and has taken all

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necessary action to authorize the execution, delivery and the performance of such Loan Documents. Such Credit Party has duly executed and delivered each Loan Document to which it is a party, and each such Loan Document constitutes the legal, valid and binding obligation of such Credit Party, enforceable in accordance with its respective terms, except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

4.3 No Violation.

Neither the execution, delivery or performance by such Credit Party of the Loan Documents nor compliance by such Credit Party with the terms and provisions thereof (1) will contravene in any material respect any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (2) will conflict, in any respect, with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Credit Party pursuant to the terms of any indenture or material agreement, instrument or undertaking to which such Credit Party is a party or by which it or any of its property or assets is bound or to which it is subject (except the Lien created by the Loan Documents), or (3) will contravene the terms of any organizational documents of such Credit Party, or any amendment thereof.

4.4 Litigation.

There is no action, suit or proceeding pending, or to the knowledge of such Credit Party, after due inquiry, threatened (1) against or adversely affecting, any Borrower Entity, any of their respective general partners, the Equity Holder, its general partner, or the Collateral Manager or any of such Credit Party’s assets, or (2) asserting the invalidity of the Loan Documents or any of the transactions contemplated by the Loan Documents, in each case before any court, arbitrator or any governmental body, agency or official, and which has had or could reasonably be expected to have a Material Adverse Effect.

4.5 Compliance with ERISA.

(a) Neither such Credit Party nor any member of its ERISA Group, if any, has any liability or obligation with respect to any Plan or any Multiemployer Plan that would be reasonably likely to have a Material Adverse Effect.

(b) The assets of such Credit Party are not treated as “plan assets” for purposes of Section 3(42) of ERISA or Similar Law and the Collateral is not deemed to be “plan assets” for purposes of Section 3(42) of ERISA or Similar Law that would make the entering into or performance of this Agreement or any transaction contemplated hereby a violation of any such Similar Law. Such Credit Party has not taken, or omitted to take, any action which would result in any Collateral being treated as “plan assets” for purposes of Section 3(42) of ERISA or Similar Law or the occurrence of any Prohibited Transaction in connection with the transactions contemplated hereunder (assuming, for this purpose, that the Lenders have not voted “plan assets” for purposes of Section 3(42) of ERISA or Similar Law to make the Loans).

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4.6 Taxes.

Such Credit Party has filed all federal and state, local and non-U.S. tax returns and reports required to be filed by it and has paid all federal and state, local and non-U.S. taxes, assessments, fees, and other governmental charges levied or imposed on it or its property, income or assets that are due, except in each case (1) such as are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been provided or (2) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

4.7 Full Disclosure.

All information (other than projections and forward-looking information) heretofore furnished by or on behalf of the Credit Parties to the Agents or any Lender in writing for purposes of, or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by it to the Agents or any Lender in writing will be (to the best knowledge of such Credit Party, in the case of information obtained by such Credit Party from Obligors or other unaffiliated third parties), in each case taken as a whole, true and accurate in all material respects and (to the best knowledge of such Credit Party, in the case of information obtained by such Credit Party from Obligors or other unaffiliated third parties) will not omit to state a material fact necessary to make the statements contained therein (when taken as a whole) not misleading on the date as of which such information is stated. Any projections or forward-looking information provided by or on behalf of the Borrower were prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time so prepared.

4.8 Solvency.

Such Credit Party is, and after giving effect to the transactions contemplated by the Loan Documents will be, solvent.

4.9 Use of Proceeds; Margin Regulations.

All proceeds of the Loans will be used by the Borrower only in accordance with the provisions of this Agreement and the other Loan Documents. No part of the proceeds of any Loan will be used by the Borrower to purchase or carry any Margin Stock. Neither the making of any Loan nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve Board.

4.10 Governmental Approvals.

No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of any Loan Document or the consummation of any of the transactions contemplated thereby other than those that have already been duly made or obtained and remain in full force and effect, those recordings and filings in connection with the Liens granted to the Collateral Agents under the Loan Documents, or those the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect.

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4.11 Investment Company Act, Etc..

Such Credit Party is not (a) an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act or (b) subject to any other similar federal or state law or regulation which restricts or regulates its ability to borrow money except that Equity Holder has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC as defined in the Code. The business and other activities of the Equity Holder and the Borrower, including the Borrowings hereunder, the application of the proceeds and repayment thereof by the Borrower and the consummation of the transactions contemplated by the Loan Documents do not result in a violation or breach in any material respect of the provisions of the Investment Company Act, including the required asset coverage ratio of the Equity Holder thereunder.

4.12 Domiciliation

The Borrower represents that the Investment Subsidiary complies with the Luxembourg law dated 31 May 1999 on the domiciliation of companies, as amended.

4.13 Ownership of Assets.

The Borrower owns all of its properties and assets, of any nature whatsoever, free and clear of all Liens, except Permitted Liens.

4.14 No Default.

No Default exists under or with respect to any Loan Document. Such Credit Party is not in default under or with respect to any material agreement, instrument or undertaking to which it is a party or by which it or any of its properties is bound in any respect, the existence of which default has had or could reasonably be expected to have a Material Adverse Effect.

4.15 Subsidiaries/Equity Interests.

The Borrower (a) has no Subsidiaries and (b) owns no Equity Interest in any other entity, except in each case for any Specified Partnership, the Investment Subsidiary, any Permitted Additional Subsidiary and any Equity Interest received in connection with the exercise of remedies against an Obligor or through a restructuring of the Obligor.

4.16 Ranking.

All Obligations, including the Obligations to pay principal of, interest on and any other amounts in respect of, the Loans, constitute senior indebtedness of the Borrower.

4.17 Representations Concerning Collateral.

(a) Upon each transfer of Collateral in the manner specified in Section 8.7 and after the other actions described in Section 8.7 have been taken by the appropriate parties, the U.S. Collateral Agent in accordance with Section 8.7, for the benefit of the Secured Parties, will have a perfected pledge of and security interest in such Collateral and all proceeds thereof (subject to § 9-315(c)

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of the UCC), which security interest shall be prior to all other interests in such Collateral, other than Permitted Liens that are prior to the security interest of the Secured Parties by operation of law and Liens in favor of the Custodians or the Securities Intermediary granted pursuant to this Agreement and any other Loan Document. No filings other than those described or referred to in Section 8.7 or any other action other than those described in Section 8.7 will be necessary to perfect such security interest.

(b) Immediately before giving effect to each transfer of Collateral Loans, Eligible Investments and other Collateral by the Borrower to the U.S. Collateral Agent in accordance with Section 8.7, the Borrower and/or the Investment Subsidiary (as applicable) will be the beneficial owner of such Collateral Loans, Eligible Investments and other Collateral, and the Borrower and/or the Investment Subsidiary (as applicable) will have the right to receive all Collections on such Collateral Loans, Eligible Investments and other Collateral, in each case free and clear of all Liens, security interests and adverse claims other than Permitted Liens.

(c) All of the Obligors and administrative agents, as applicable, in respect of the Collateral Loans (or, in the case of a participation interest, the participation seller), have been instructed to make payments with respect to any Collateral Loan to the Collection Account.

(d) As of the Closing Date and each Borrowing Date, after giving effect to the borrowing of the Loans hereunder on such date, the Borrowing Base Test is satisfied, no Cash Diversion Event shall have occurred and then be continuing and the Equity Amount is greater than or equal to the Minimum Equity Amount.

(e) As of the Closing Date, Schedule A to this Agreement accurately lists the Collateral Loans and the information regarding each Collateral Loan listed thereon is true and accurate.

4.18 Ordinary Course.

Each repayment of principal or interest under this Agreement shall be (a) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and (b) made in the ordinary course of business or financial affairs of the Borrower.

4.19 OFAC.

No such Credit Party and no Person or Persons owning fifty percent or more of any such Credit Party (a) is a Sanctioned Entity; (b) to such Credit Party’s knowledge, is under investigation for an alleged breach of Sanction(s) by a governmental authority that enforces Sanctions; or (c) will fund any repayment of the Obligations with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any Lender or any other party to this Agreement to be in breach of any Sanctions. To each such Credit Party’s knowledge, no investor in the Equity Holder is a Sanctioned Entity. To the Borrower’s knowledge, no such investor’s funds used in connection with this transaction are derived from illegal activities. Such Credit Party has or is subject to policies and procedures in place that are reasonably designed to comply with all applicable Anti-Money Laundering Laws, Anti-Corruption Laws and Sanctions. Such Credit Party, to its knowledge, is not under investigation for any alleged breach of

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Anti- Money Laundering Law or Anti-Corruption Law by any governmental authority that enforces Anti-Money Laundering Laws or Anti-Corruption Laws. Such Credit Party is in compliance in all material respects with all applicable Anti-Money Laundering Laws and all applicable Anti-Corruption Laws.

Article V.  AFFIRMATIVE AND NEGATIVE COVENANTS OF THE BORROWER

The Borrower covenants and agrees that, so long as any Lender has any Commitment hereunder or any Obligations (other than any Obligation that expressly survives the termination of this Agreement and Contingent Obligations for which no claim has been asserted) remain unpaid, and unless otherwise consented to in writing by such Lenders as are required under Section 12.4 (or as otherwise expressly set forth in this Article V. ):

5.1 Information.

The Borrower will deliver the following to the Agents and KBRA (and the Administrative Agent shall furnish copies thereof to each of the Lenders); provided that:

(1) the information described in clauses (e) and (k) below will not be required to be delivered to KBRA unless KBRA is the requesting party under clause (k);

(2) the information described in clause (m) below will be required to be furnished solely to KBRA and to the Administrative Agent for distribution to each of the Lenders:

(a) as soon as reasonably available and in any event within 120 days after the end of each fiscal year, a balance sheet of the Borrower or, if the Borrower is consolidated with the Equity Holder, the balance sheet of the Equity Holder, as of the end of such fiscal year and the related statements of operations and cash flows for such fiscal year audited by independent public accountants of nationally recognized standing;

(b) as soon as available and in any event within 90 days after the end of each of the first three quarters of each fiscal year, a balance sheet of the Borrower or, if the Borrower is consolidated with the Equity Holder, the balance sheet of Equity Holder, as of the end of such quarter and the related statements of operations for such quarter and for the portion of the Borrower’s or Equity Holder’s, as applicable, fiscal year ended at the end of such quarter, certified by an Authorized Officer as being fairly stated in all material respects (subject to normal year-end adjustments and the absence of notes);

(c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a Compliance Certificate;

(d) promptly: